Examples of Global Class D Notes in a sentence
Class D Notes sold in offshore transactions in reliance on Regulation S under the Securities Act will initially be represented by one or more Global Class D Notes.
Transfer of Certificated Class D Notes toRegulation S Global Class D Notes.
With respect to the purchase of Class D Note Certificates from the Placement Agent, the purchaser will be required to represent that it is (or is not and will not be, as applicable, and in the case of a purchaser of Global Class D Notes that does not provide such representation, deemed to have represented that it is not and will not be) a Benefit Plan Investor or a Controlling Person.
Global Class D Notes will be deposited on the Closing Date with theNote Trustee as custodian for DTC and registered in the name of Cede & Co., a nominee of DTC, for the respective accounts of Euroclear and Clearstream for the respective accounts of the holders of such Class D Notes.
No assurances can be given, however, that these conditions and restrictions, or that the assumption made on the basis of the deemed representations of transferees of interests in Regulation S Global Class D Notes and Regulation S Global Class E Income Notes, will be effective in all cases to prevent the assets of the Issuer from being so treated.
In this regard, it should be noted that (i) subsequent transferees of Regulation S Global Class D Notes and Regulation S Global Class E Income Notes (or a beneficial interest therein) will not be required to provide any written certifications in connection with the transfer to them of such Notes (or a beneficial interest therein) and (ii) no such conditions or restrictions will be imposed on transfers of Notes which occupy a subordinated position in the capital structure of the Issuer.
Class D Notes sold to persons that are Benefit Plan Investors (other than in the case of an initial purchaser of Regulation S Global Class D Notes that is an Approved Plan Purchaser in accordance with, as applicable, Section 2.2(b)(i) or 2.2(b)(ii) hereto) or Controlling Persons, shall be issued in the form of Certificated Notes in the form attached as Exhibit A-11 (each, a "Certificated Class D Note") in the name of the beneficial owner or its nominee.
In the case of Regulation S Global Class D Notes, it is not, and for so long as it holds any Class D Notes, will not be a Benefit Plan Investor (as defined below) or a Controlling Person (as defined below).
Any purchaser or transferee of Global Class D Notes shall be deemed to have represented that it is not, and so long as it holds such Global Class D Note, will not be, a Benefit Plan Investor or Controlling Person.