Offshore Global Security definition
Examples of Offshore Global Security in a sentence
All Securities offered and sold in reliance on Regulation S shall remain in the form of an Offshore Global Security until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement.
Beneficial owners may obtain Physical Securities in exchange for their beneficial interests in a Global Security upon request in accordance with the Depositary's and the Security Registrar's procedures (x) in the case of the Offshore Global Security, at any time on or after the 41st day following the Issue Date, and (y) in the case of the U.S. Global Security, at any time.
Initial Securities offered and sold in reliance on Regulation S under the Securities Act ("Regulation S") shall be issued initially in the form of a global note certificate substantially in the form set forth in Section 2.2 (the "Offshore Global Security" and, together with the U.S. Global Security, the "Global Securities").
The aggregate principal amount of the Offshore Global Security may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.
Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any U.S. Global Security or Offshore Global Security, whether pursuant to this Section 3.5, Section 3.4, 3.8, 9.6 or 11.8 or otherwise, shall also be a U.S. Global Security or Offshore Global Security, as the case may be, and shall bear the legend specified in Section 2.2.
NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; Each Offshore Global Security shall bear the following legend: PRIOR TO EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO A U.S. PERSON OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON.
Lessee shall not allow third parties, including invitees of Lessee, to use the Property for any purpose contrary to this Section 4.
The aggregate principal amount at maturity of the Offshore Global Security may from time to time be increased or decreased by adjustments made in the records of the Trustee, as custodian for the Depositary or its nominee, as herein provided.
Prior to the Offshore Securities Exchange Date, transfers of beneficial interests in the Offshore Global Security can only be effected through the Depositary in accordance with the requirements of Section 3.7 hereof.
If the requested transfer or exchange involves a beneficial interest in an Offshore Global Security following expiration of the Restricted Period, no certification is required and the Trustee will deliver a Certificated Security that does not bear the Restricted Legend.