Common use of Title; Limitation on Aggregate Principal Amount; Form of Notes Clause in Contracts

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be known as the Company's $150,000,000 6 3/4% Senior Notes due December 18, 2002. The Notes will be limited to an aggregate principal amount of $150,000,000. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon), which is hereby incorporated in and made a part of this Supplemental Indenture. Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Unrestricted Global Note"), and will be registered in the name of a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form of individual certificates in fully registered form, without coupons. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion 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 (a "Restricted Global Note Certification"). After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to the Company such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form of an interest in any Global Note, the transferor will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certification, as the case may be.

Appears in 2 contracts

Samples: Supplemental Indenture (Health & Retirement Properties Trust), Supplemental Indenture (Health & Retirement Properties Trust)

AutoNDA by SimpleDocs

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be Registered Securities under the Indenture and shall be known as the Company's $150,000,000 6 3/4"7.00% Senior Notes due December 18, 2002. 2008." The Notes will be limited to an aggregate principal amount of $150,000,000, and except as provided in this Section and in Section 306 of the Indenture, the Company shall not execute and the Trustee shall not authenticate or deliver Notes in excess of such principal amount. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent one or more registered global certificate in fully registered form security without interest coupons substantially in the form as above provided (the "Unrestricted Global NoteNotes") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depository or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and is the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee registered owner of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Global Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note or Global Notes representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and, in any such event, will issue individual Notes in exchange for the Global Note, Note or Global Notes representing the transferor Notes. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certification, as the case may beissued in denominations of $1,000 and integral multiples thereof.

Appears in 2 contracts

Samples: Hospitality Properties Trust, Hospitality Properties Trust

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be Registered Securities under the Indenture and shall be known as the Company's $150,000,000 6 3/4"9.125% Senior Notes due December 18, 2002. 2010." The Notes will be limited to an aggregate principal amount of Notes which may be authenticated and delivered under this Indenture Supplement shall not, except as permitted by the provisions of the Indenture, exceed $150,000,00035,000,000, provided that the Company may, without the consent of the holders of the Notes, reopen this series and issue additional Notes under the Indenture and this Indenture Supplement in addition to the $35,000,000 of Notes authorized as of the date hereof. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent one or more registered global certificate in fully registered form security without interest coupons substantially in the form as above provided (the "Unrestricted Global NoteNotes") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depositary or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and is the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee registered owner of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Global Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note or Global Notes representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and, in any such event, will issue individual Notes in exchange for the Global Note, Note or Global Notes representing the transferor Notes. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certification, as the case may beissued in denominations of $1,000 and integral multiples thereof.

Appears in 2 contracts

Samples: Supplemental Indenture (Hospitality Properties Trust), Supplemental Indenture (Hospitality Properties Trust)

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be Registered Securities under the Indenture and shall be known as the Company's $150,000,000 6 3/4"6.85% Senior Notes due December 18, 2002. 2012." The Notes will be limited to an aggregate principal amount of Notes which may be authenticated and delivered under this Indenture Supplement shall not, except as permitted by the provisions of the Indenture, exceed $150,000,000125,000,000 provided that the Company may, without the consent of the holders of the Notes, reopen this series and issue additional Notes under the Indenture and this Indenture Supplement in addition to the $125,000,000 of Notes authorized as of the date hereof. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent one or more registered global certificate in fully registered form securities without interest coupons substantially in the form as above provided (the "Unrestricted Global NoteNotes") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depositary or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and is the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee registered owner of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Global Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note or Global Notes representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and, in any such event, will issue individual Notes in exchange for the Global Note, Note or Global Notes representing the transferor Notes. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certification, as the case may beissued in denominations of $1,000 and integral multiples thereof.

Appears in 2 contracts

Samples: Supplemental Indenture (Hospitality Properties Trust), Supplemental Indenture (Hospitality Properties Trust)

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be known as the Company's $150,000,000 6 3/4100,000,000 6.7% Senior Notes due December 18February 23, 20022005. The Notes will be limited to an aggregate principal amount of $150,000,000100,000,000. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent global certificate in single fully registered form global security without interest coupons substantially in the form as above provided (the "Unrestricted Global Note") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in a definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depository or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests is the registered owner of DTC Participants) and the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted such Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and in any such event will issue individual Notes in exchange for the Global Note, the transferor Note or Notes representing such debt Securities. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certificationissued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, as the case may bewithout coupons.

Appears in 1 contract

Samples: Supplemental Indenture (Health & Retirement Properties Trust)

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be Registered Securities under the Indenture and shall be known as the Company's $150,000,000 "6 3/4% Senior Notes due December 18, 2002. 2013." The Notes will be limited to an aggregate principal amount of Notes which may be authenticated and delivered under this Indenture Supplement shall not, except as permitted by the provisions of the Indenture, exceed $150,000,000175,000,000 provided that the Company may, without the consent of the holders of the Notes, reopen this series and issue additional Notes under the Indenture and this Indenture Supplement in addition to the $175,000,000 of Notes authorized as of the date hereof. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent one or more registered global certificate in fully registered form securities without interest coupons substantially in the form as above provided (the "Unrestricted Global NoteNotes") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depositary or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and is the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee registered owner of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Global Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note or Global Notes representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and, in any such event, will issue individual Notes in exchange for the Global Note, Note or Global Notes representing the transferor Notes. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certification, as the case may beissued in denominations of $1,000 and integral multiples thereof.

Appears in 1 contract

Samples: Hospitality Properties Trust

AutoNDA by SimpleDocs

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be known as the Company's $150,000,000 6 3/4100,000,000 6.70% Senior Notes due December 18, 20022005. The Notes will be limited to an aggregate principal amount of $150,000,000100,000,000. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent global certificate in single fully registered form global security without interest coupons substantially in the form as above provided (the "Unrestricted Global Note") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in a definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, the Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depository or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests is the registered owner of DTC Participants) and the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted such Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by the Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depository and a successor depository is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and in any such event will issue individual Notes in exchange for the Global Note, the transferor Note or Notes representing such debt Securities. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certificationissued in denominations of $1,000 and integral multiples thereof and will be issued in registered form only, as the case may bewithout coupons.

Appears in 1 contract

Samples: Supplemental Indenture (Health & Retirement Properties Trust)

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be Registered Securities under the Indenture and shall be known as the Company's $150,000,000 6 3/4"5 1/8% Senior Notes due December 18February 15, 2002. 2015." The Notes will be limited to an aggregate principal amount of Notes which may be authenticated and delivered under this Supplemental Indenture shall not, except as permitted by the provisions of the Indenture, exceed $150,000,000300,000,000, provided that the Company may, without the consent of the Holders of the Notes, reopen this series and issue additional Notes under the Indenture and this Supplemental Indenture in addition to the $300,000,000 of Notes authorized as of the date hereof. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent one or more registered global certificate in fully registered form securities without interest coupons substantially in the form as above provided (the "Unrestricted Global NoteNotes") which will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individual Notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depositary or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and is the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee registered owner of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Global Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note or Global Notes representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and, in any such event, will issue individual Notes in exchange for the Global Note, Note or Global Notes representing the transferor Notes. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certification, as the case may beissued in denominations of $1,000 and integral multiples thereof.

Appears in 1 contract

Samples: Supplemental Indenture (Hospitality Properties Trust)

Title; Limitation on Aggregate Principal Amount; Form of Notes. The Notes shall be Registered Securities under the Indenture and shall be known as the Company's $150,000,000 6 3/4"8 1/4% Monthly Income Senior Notes due December 18, 2002. 2005." The Notes will be limited to an aggregate principal amount of $150,000,000100,000,000, subject to the right of the Company to reopen such series for issuances of additional securities of such series and except as provided in this Section and in Section 306 of the Indenture. The Notes (together with the Trustee's certificate of authentication) shall be substantially in the form of Exhibit A hereto (with the appropriate legend or legends placed thereon)hereto, which is hereby incorporated in and made a part of this Supplemental Indenture. The Notes offered and sold in offshore transactions in reliance on Regulation S will be issued initially in the form of a permanent one or more registered global certificate in fully registered form securities without interest coupons substantially in the form as above provided (the "Unrestricted Global NoteNotes") that will be deposited with, or on behalf of, The Depository Trust Company ("DTC"), and will be registered in the name of DTC's nominee, Cede & Co. Except under the circumstance described below, the Notes will not be issuable in definitive form. Unless and until it is exchanged in whole or in part for the individual notes represented thereby, a Global Note may not be transferred except as a whole by DTC to a nominee of DTC and deposited with the Trustee as custodian for DTC. On or prior to the 40th day after the later of the commencement of the offering of the Notes and the Issuance Date (which date shall be certified to the Trustee in an Officer's Certificate), beneficial interests in the Unrestricted Global Note may be held only through Euroclear or CEDEL. Beginning 41 days after the later of the commencement of the offering of the Notes and the Issuance Date (but not earlier), such interests may also be held through organizations other than Euroclear and CEDEL that are participants in the DTC system. Notes offered and sold in reliance on Rule 144A will be issued initially in the form of a permanent global certificate in fully registered form without interest coupons substantially in the form as above provided (the "Restricted Global Note" and, together with the Unrestricted Global Note, the "Global Notes") and will be registered in the name of by a nominee of DTC and deposited with the Trustee as custodian for DTC. The Notes sold to other investors in the United States will be issued initially in the form DTC or another nominee of individual certificates in fully registered form, without coupons. On DTC or prior to the 40th day after the later by DTC or any nominee of the commencement of the offering of the Notes and the Issuance Date, a beneficial interest in the Unrestricted Global Note may be transferred DTC to a Person who takes delivery in the form of an interest in the Restricted Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made to a Person whom the transferor reasonably believes to be a QIB purchasing Notes for its own account or an account with respect to which it exercises sole investment discretion in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States successor depositary or any other jurisdiction (a "Restricted Global Note Certification")nominee of such successor. After such 40th day, such certification requirement will no longer apply to such transfers. Beneficial interests in the Restricted Global Note may be transferred to a Person who takes delivery in the form of an interest in the Unrestricted Global Note, whether before, on or after such 40th day, only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 under the Securities Act (an "Unrestricted Global Note Certification"). Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures and restrictions applicable to beneficial interests in such other Global Note for as So long as it remains such an interest. Ownership of beneficial interests in a Global Note will be limited to Persons who have accounts with DTC ("DTC Participants") or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Global Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee (with respect to interests of DTC Participants) and is the records of DTC Participants (with respect to interests of Persons other than DTC Participants). Individual definitive Notes issued in exchange for the Restricted Global Note will bear, and be subject to, such legend as the Company requires in order to assure compliance with any applicable law (which requirement shall be evidenced by delivery to the Trustee registered owner of a Company Order setting forth such legend). The holder of a restricted individual definitive Note may transfer such Global Note, subject to compliance with the provisions of the legend as provided in paragraph (d) below. Upon the transfer, exchange DTC or replacement of Notes bearing the legend, or upon specific request for removal of the legend on a Note, the Company will deliver and the Trustee will authenticate only Notes that bear such legend, or will refuse to remove such legendnominee, as the case may be, unless there will be considered the sole owner or holder of the Notes represented by such Global Note for all purposes under this Supplemental Indenture. Except as described below, owners of beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in definitive form and will not be considered the owners or holders thereof under the Indenture or this Supplemental Indenture. If DTC is delivered at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue individual Notes in exchange for the Global Note or Global Notes representing such satisfactory evidenceNotes. In addition, which the Company may include an opinion of counselat any time and in its sole discretion, as may reasonably be required by the Company, that neither the legend nor the restrictions on transfer subject to certain limitations set forth therein are required to ensure compliance with the provisions of the Securities Act. Before any individual definitive Note may be transferred to a Person who takes delivery in the form Indenture, determine not to have any of an interest such Notes represented by one or more Global Notes and, in any such event, will issue individual Notes in exchange for the Global Note, Note or Global Notes representing the transferor Notes. Individual Notes so issued will be required to provide the Trustee with a Restricted Global Note Certification or Unrestricted Global Note Certification, as the case may beissued in denominations of $1,000 and integral multiples thereof.

Appears in 1 contract

Samples: Supplemental Indenture (Hospitality Properties Trust)

Time is Money Join Law Insider Premium to draft better contracts faster.