Regulation S Global Preference Share definition

Regulation S Global Preference Share means a Global Preference Share bearing the Global Preference Share Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or it nominee.
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Regulation S Global Preference Share means a Preference Share offered and sold in reliance on Regulation S, which Preference Share is represented by a permanent, physical certificate in global, fully registered form and deposited with the Preference Share Paying Agent in the name of the DTC or its nominee, initially for the accounts of Euroclear and Clearstream.
Sample 1

Examples of Regulation S Global Preference Share in a sentence

  • Except in the limited circumstances described herein, certificated Preference Shares (“Regulation S Definitive Preference Shares”) will not be issued in exchange for beneficial interests in a Regulation S Global Preference Share.

  • The holder of a beneficial interest in a Regulation S Global Preference Share may transfer such interest to a transferee who takes delivery of such interest in the form of a beneficial interest in a Regulation S Global Preference Share upon receipt by the Issuer, the Collateral Manager and the Preference Share Registrar of written certification from each of the transferor and the transferee in the form of a transfer certificate, as provided in the Preference Share Paying Agency Agreement.

  • Each initial purchaser and each transferee of a Regulation S Global Preference Share will be deemed to certify, and each transferee of a Rule 144A Certificated Preference Share or a Regulation S Certificated Preference Share will be required to certify, that it is not, and is not acting on behalf of, a (i) Benefit Plan Investor or(ii) Controlling Person.

  • In addition, no beneficial owner of an interest in a Regulation S Global Preference Share will be able to exchange or transfer that interest, except in accordance with the Applicable Procedures (in addition to those under the Preference Share Paying Agency Agreement).

  • Beneficial interests in each Regulation S Global Preference Share will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its direct and indirect participants, including Euroclear and Clearstream, Luxembourg.

  • The Issuer also expects that payments by Participants to owners of beneficial interests in such Regulation S Global Preference Share held through such Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the name of nominees for such customers.

  • No Preference Share may be transferred to a transferee which is acquiring an interest in a Regulation S Global Preference Share unless such transferee is not a Benefit Plan Investor (including, for this purpose the general account of an insurance company any of the underlying assets of which constitute “plan assets” under Section 401(c) of ERISA or a wholly-owned subsidiary thereof) or a Controlling Person.

  • Investors may hold their interests in a Regulation S Global Preference Share directly through Euroclear or Clearstream, Luxembourg, if they are participants in such systems, or indirectly through organizations which are participants in such systems.

  • Any purported transfer of Preference Shares represented by a Regulation S Global Preference Share to a purchaser, holder or transferee that does not comply with the foregoing requirements will be null and void ab initio.

  • In addition, by its acquisition of an interest in a Regulation S Global Preference Share, any holder of an interest in a Regulation S Global Preference Share is deemed to agree that such holder will not transfer such interest other than in compliance with the transfer restrictions set forth herein under “Transfer Restrictions” and in the Preference Share Paying Agency Agreement.

Related to Regulation S Global Preference Share

  • Regulation S Global Securities means one or more permanent global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.

  • Regulation S Global Note means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Preference Share means a preference share of a par value of US$0.0001 in the share capital of the Company.

  • Regulation S Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold outside the United States in reliance on Regulation S;

  • Global Preferred Security means a Preferred Securities Certificate evidencing ownership of Book-Entry Preferred Securities.

  • Regulation S Global Notes has the meaning set forth in Section 2.16.

  • Legended Regulation S Global Note means a global Note in the form of Exhibit A, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Reference Shares means, in respect of the exercise of Investor Cash Settlement Rights or Conversion Rights by a Bondholder, the number of Shares (rounded down, if necessary, to the nearest whole number of Shares) determined in good faith by the Calculation Agent by dividing the aggregate principal amount of the Bonds being the subject of the relevant exercise of Investor Cash Settlement Rights or Conversion Rights by the Conversion Price in effect on the relevant Conversion Date, except that where the Conversion Date falls on or after the date an adjustment to the Conversion Price takes effect pursuant to Sections 5.4(a)(i), (ii), (iv), (v), (vi), (viii), (ix) or (x) but on or prior to the record date or other due date for establishment of entitlement in respect of the relevant event giving rise to such adjustment, then (provided, in respect of an exercise of Conversion Rights only, that the Issuer is able to confer the benefit of the relevant consolidation, reclassification, redesignation or subdivision, dividend, issue or grant (as the case may be) on the relevant Bondholder in respect of the relevant Shares to be issued or transferred and delivered to such Bondholder), the Conversion Price in respect of such exercise shall be such Conversion Price as would have been applicable to such exercise had no such adjustment been made.

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • CDS Global Warrants means Warrants representing all or a portion of the aggregate number of Warrants issued in the name of the Depository represented by an Uncertificated Warrant, or if requested by the Depository or the Corporation, by a Warrant Certificate;

  • Preferred Share means a share of stock of the General Partner of any class or series now or hereafter authorized or reclassified that has dividend rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the REIT Shares.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.

  • Unlegended Regulation S Global Note means a permanent global Note in the form of Exhibit A, bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

  • Preference Shares means the Preference Shares in the capital of the Company of $0.0001 nominal or par value designated as Preference Shares, and having the rights provided for in these Articles.

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

  • Regulation S Temporary Global Note means a temporary Global Note in the form of Exhibit A2 hereto deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.