The Global Notes definition

The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member (or, in the case of the Regulation S Global Notes, Agent Members of the Depository holding for Euroclear System ("Euroclear") and Cedel Bank, S.A. ("CEDEL")), (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
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The Global Notes initially shall (i) be registered in the name of the Depositary Trust Company or another person designated as depositary by the Company, which person must be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Depository") or the nominee of such Depository, in each case for credit to an account of an Agent Member (or, in the case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and Clearstream Banking Luxembourg ("Clearstream")), (ii) be delivered to the Trustee as custodian for such Depository. Annex A-1 Members of, or direct or indirect participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note. Except as otherwise provided herein or pursuant to Section 3.01, Securities offered and sold as part of their initial distribution to "institutional accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) who are not QIBs shall be issued in the form of Certificated Notes without coupons, registered in the name of the purchaser thereof (the "Restricted Certificated Notes"), with such applicable legends as are provided for herein. Restricted Certificated Notes may not be transferred or exchanged for interests in a Global Note except as provided in Section 3.15. Except for Securities authenticated and delivered in connection with their initial distribution by the Initial Purchasers and unless otherwise agreed by the Company, no Restricted Certificated Note shall be authenticated and delivered hereunder unless and until each subsequent purchaser of a beneficial interest in such Restricted Certificated Note and any subsequent purchaser who receives a beneficial interest from such subsequent purchaser shall have executed and delivered to the Company for the...
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The Global Notes in substantially the form set forth in Exhibit A-1 and B-1, respectively, shall represent the Class A Notes and Class B Notes, respectively, which have been issued and sold to the initial purchasers pursuant to the Purchase Agreement and initially resold in reliance upon the exemption from registration under the Securities Act provided by Rule 144A under the Securities Act (the "Rule 144A Global Note").
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Examples of The Global Notes in a sentence

  • The Global Notes should be referred to, considered, and reviewed in connection with any review of the Schedules and Statements.

  • The Global Notes and the Trustee's certificate of authentication thereon shall be substantially in the form of Exhibit A hereto.

  • The Global Note(s) will be kept in custody by or on behalf of a Clearing System until all obligations of the Issuer under the Notes have been satisfied.

  • The Global Notes will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, and will be exchangeable for individual Notes only in accordance with the provisions of Section 204(c).

  • The Global Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.

  • The Global Notes should be referred to and considered in connection with any review of the Schedules and Statements.2 In the event that the Schedules and/or Statements differ from these Global Notes, the Global Notes shall control.

  • The Global Notes and the Definitive Registered Notes shall be issuable only in registered form, substantially in the forms set forth as Exhibit A and Exhibit B hereto, respectively.

  • The Global Notes will not be registered in the names of the beneficial owners or their nominees.

  • The Global Notes initially shall (1) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of an Agent Member, (2) be delivered to the Trustee as custodian for such Depository and (3) bear the Restricted Notes Legend.

  • The Global Notes are in addition to the specific notes set forth below with respect to the Schedules and Statements (the “Specific Notes,” and, together with the Global Notes, the “Notes”).


More Definitions of The Global Notes

The Global Notes shall bear legends as set forth in Exhibit D. The Global Notes initially shall (i) be registered in the name of the Depository or the nominee of such Depository, in each case for credit to an account of DTC or an Agent Member, (ii) be delivered to the Trustee as custodian for such Depository and (iii) bear legends as set forth in Exhibit B with respect to Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes. Members of, or direct or indirect participants in, the Depository ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Notes, and the Depository may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization (which may be in electronic form) furnished by the Depository or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
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The Global Notes are expected to be deposited on or about the Closing Date with The Bank of New York, New York, as book-entry depository (the "Depository") under a depository agreement dated [*] November 1999 (the "Depository Agreement") between the Issuer, the Note Trustee and the Bank of New York, New York. The Depository will issue to The Depository Trust Company ("DTC") a certificateless depository interest ("CDI") for each Global Note, each CDI representing 100 per cent. interest in the relevant Global Note, by recording such interest in the Depository's books and records in the name of Cede & Co., as nominee of DTC .
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Related to The Global Notes

  • Global Notes means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

  • IAI Global Note means a Global Note substantially in the form of Exhibit A hereto 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 that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

  • U.S. Global Note means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.

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

  • Rule 144A Global Notes has the meaning set forth in Section 2.16.

  • Restricted Global Notes means 144A Global Notes, IAI Global Notes and Regulation S Global Notes.

  • 144A Global Note means a Global Note substantially in the form of Exhibit A hereto 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 that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

  • 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.

  • Global Securities means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.

  • Offshore Global Note means a Global Note representing Notes issued and sold pursuant to Regulation S.

  • Registered Global Note means a Global Note, if issued by TCCI, being in the form or substantially in the form set out in Schedule 1 to the TCCI Note Agency Agreement (or in such other form as may be agreed between TCCI, the TCCI Registrar, the TCCI Transfer Agent and the relevant Purchaser(s)), or if issued by TMCC, being in the form or substantially in the form set out in Schedule 1 to the TMCC Note Agency Agreement (or such other form as may be agreed between TMCC, the TMCC Registrar, the TMCC Transfer Agent and the relevant Purchaser(s));

  • Permanent Global Note means a permanent global Bearer Note in the form or substantially in the form set out in Appendix B-2 hereto (or in such other form as may be agreed between the relevant Issuer, the Agent and the relevant Purchaser(s)) comprising some or all of the Notes of the same Series, issued or to be issued by the relevant Issuer either in exchange for the whole or part of a Temporary Global Note issued in respect of the Notes of the same Tranche or initially representing the Notes;

  • Global Notes Legend means the legend set forth under that caption in the applicable Exhibit to this Indenture.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • Global Note shall have the meaning specified in Section 2.05(b).

  • Regulation S Permanent Global Note means a permanent Global Note in the form of Exhibit A1 hereto 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 of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

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

  • 144A Global Security means a permanent Global Security in the form of the Security attached hereto as Exhibit A-1, and that is deposited with and registered in the name of the Depositary, representing Securities sold in reliance on Rule 144A under the Securities Act.

  • Global Note Legend means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

  • Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.

  • Regulation S Permanent Global Security with respect to any series of Securities, means one or more permanent Global Securities bearing the Private Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Securities of such series initially sold or, if required by Rule 903 of Regulation S, of the Regulation S Temporary Global Security of such series upon expiration of the Distribution Compliance Period with respect to such series, as the case may be.

  • Rule 144A Global Security has the meaning specified in Section 2.1(a) of Appendix A.

  • Temporary Global Note means a global note in the form or substantially in the form set out in Part 1 of Schedule 6 together with the copy of the applicable Final Terms attached to it with such modifications (if any) as may be agreed between the Issuer, the Agent and the relevant Dealer, comprising some or all of the Notes of the same Series issued by the Issuer under the Programme Agreement or any other agreement between the Issuer and the relevant Dealer; Tranche means Notes which are identical in all respects (including as to listing); and

  • Permanent Regulation S Global Note means a permanent Global Note in the form of Exhibit A hereto 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 of the Temporary Regulation S Global Note upon expiration of the Restricted Period.

  • 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.