Transfers to Non-U.S. Persons Clause Samples
The "Transfers to Non-U.S. Persons" clause regulates the transfer or disclosure of certain information, technology, or assets to individuals or entities located outside the United States or who are not U.S. persons. Typically, this clause outlines the conditions under which such transfers are permitted, often referencing compliance with U.S. export control laws and regulations. For example, it may require parties to obtain necessary government approvals before sharing controlled data with foreign nationals. The core function of this clause is to ensure legal compliance and prevent unauthorized international transfers that could violate export laws or compromise sensitive information.
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:
(i) the Registrar shall register any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit D from the proposed transferor and such certifications, legal opinions and other information as the Trustee or the Issuer may reasonably request; and
(ii) (a) if the proposed transferor is a Participant holding a beneficial interest in the Rule 144A Global Note or the IAI Global Note or the Note to be transferred consists of Physical Notes, upon receipt by the Registrar of (x) the documents required by paragraph (i) and (y) instructions in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and a decrease in the principal amount of the Rule 144A Global Note or the IAI Global Note, as the case may be, in an amount equal to the principal amount of the beneficial interest in the Rule 144A Global Note or the IAI Global Note, as the case may be, to be transferred or cancel the Physical Notes to be transferred, and (b) if the proposed transferee is a Participant, upon receipt by the Registrar of instructions given in accordance with the Depository’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Regulation S Global Note in an amount equal to the principal amount of the Rule 144A Global Note, the IAI Global Note or the Physical Notes, as the case may be, to be transferred.
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Security that is a Restricted Security to any Non-U.S. Person: The Registrar shall register such transfer if it complies with all other applicable requirements of the Indenture (including Section 3.06 of the Base Indenture) and,
(i) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Security or (y) the proposed transferor has delivered to the Registrar and the Company and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Company, an opinion of counsel, certifications and other information satisfactory to the Company, and
(ii) if the proposed transferor is or is acting through an Agent Member holding a beneficial interest in a Global Security, upon receipt by the Registrar and the Company and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause (i) above and (y) written instructions given in accordance with the procedures of the Registrar and of the Depositary;
(i) the Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any outstanding Physical Security) a decrease in the principal amount of the relevant Global Security in an amount equal to the principal amount of the beneficial interest in the relevant Global Security to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding a beneficial interest in a relevant Regulation S Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Security in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and (upon receipt of a Company Order) the Trustee shall authenticate and deliver one or more Physical Securities of like amount.
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to registration of transfers of a Note (or interest in a Global Note), other than an Unrestricted Global Note or interest therein, to a Non-U.S. Person:
(i) The Registrar shall register the transfer of any Certificated Note containing the Securities Act Legend to a Non-U.S. Person upon receipt by the Registrar from the transferor of a transfer notice provided for on the form of Note or in substantially the form of Exhibit B.
(ii) If the proposed transferor is an Agent Member holding a beneficial interest in the Restricted Global Note, upon receipt by the Registrar of (x) in the case of transfers during the Restricted Period, a certificate by the transferor in substantially the form of Exhibit D and in the case of transfers upon and following the expiration of the Restricted Period, a certificate by the transferor in substantially the form of Exhibit D and (y) instructions in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease in the principal amount of the Restricted Global Note in an amount equal to the principal amount of the beneficial interest in the Restricted Global Note to be transferred, and shall increase the Regulation S Global Note in a like amount.
(iii) If the proposed transferor is a holder of a Certificated Note and the proposed transferee is an Agent Member, upon receipt by the Registrar of the documents required by Section 2.08(c)(i) above and instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and an increase in the principal amount of the Regulation S Global Note, as the case may be, in an amount equal to the principal amount of the Certificated Note to be transferred, and the Paying and Transfer Agent shall cancel the Certificated Note so transferred.
(iv) Subject to the rules and procedures of the Depositary, (x) during the Restricted Period, an interest in the Regulation S Global Note shall be required to be held on behalf of a Non-U.S. Person transferee only through Euroclear or Clearstream and (y) upon and following the expiration of the Restricted Period, transfers of interests in the Regulation S Global Note shall not be so restricted, although interests therein shall be required to be held through Agent Members.
Transfers to Non-U.S. Persons. The following provisions shall ----------------------------- apply with respect to any transfer of an Initial Security to a Non-U.S. Person:
(i) Prior to November 26, 1997, an owner of a beneficial interest in the Regulation S Global Security may not transfer such interest to a transferee that is a U.S. Person or for the account or benefit of a U.S. Person within the meaning of Rule 902(o) under the Securities Act. During such time, all beneficial interests in the Regulation S Global Security shall be transferred only through Cedel or Euroclear, either directly if the transferor and transferee are participants in such system, or indirectly through organizations that are participants.
(ii) The Security Registrar shall register the transfer of any Initial Security, whether or not such Security bears the Private Placement Legend, if (x) the proposed transferee has delivered to the Security Registrar a certificate substantially in the form of Exhibit B hereto or (y) the proposed transferor has delivered to the Security Registrar a certificate substantially in the form of Exhibit C hereto.
(iii) If the proposed transferee is an Agent Member and the Securities to be transferred consist of Physical Securities which after transfer are to be evidenced by an interest in the Regulation S Global Security, upon receipt by the Security Registrar of (x) written instructions given in accordance with the Depositary's and the Security Registrar's procedures and (y) the appropriate certificate required by clause (y) of paragraph (ii) above, together with any required legal opinions and certifications, the Security Registrar shall register the transfer and reflect on Appendix A to the Regulation S Global Security the date and an increase in the principal amount of the Regulation S Global Security in an amount equal to the principal amount of Physical Securities to be transferred, and the Trustee shall cancel the Physical Securities so transferred.
(iv) If the proposed transferor is an Agent Member seeking to transfer an interest in a Global Security, upon receipt by the Security Registrar of (x) written instructions given in accordance with the Depositary's and the Security Registrar's procedures and (y) the appropriate certificate required by clause (y) of paragraph (ii) above, together with any required legal opinions and certificates, the Security Registrar shall register the transfer and reflect (A) on Appendix A to the Global Security from which interests are to be trans...
Transfers to Non-U.S. Persons. (A) If a Holder of a ----------------------------- beneficial interest in the Initial Global Note deposited with the Depositary or the Trustee as custodian for the Depositary wishes at any time to transfer its interest in such Initial Global Note to a Non-U.S. Person pursuant to Regulation S who wishes to take delivery thereof in the form of a Certificated Note, such Holder may, subject to the rules and procedures of the Depositary, cause the exchange of such interest for one or more Initial Certificated Notes of any authorized denomination or denominations and of the same aggregate principal amount. Upon receipt by the Trustee, as Registrar, at its Corporate National Trust Office of (I) instructions from the Depositary directing the Trustee, as Registrar, to authenticate and deliver one or more Initial Certificated Notes of the same aggregate principal amount as the beneficial interest in the Initial Global Note to be exchanged, such instructions to contain the name or names of the designated transferee or transferees, the authorized denomination or denominations of the Initial Certificated Notes to be so issued and appropriate delivery instructions, (II) a certificate in the form of Exhibit H attached hereto from the transferor, (III) a certificate in the form of Exhibit I attached hereto from the transferee and (IV) such other certifications, legal opinions or other information as the Company or the Trustee may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Trustee, as Registrar, will instruct the Depositary to reduce or cause to be reduced such Initial Global Note by the aggregate principal amount of the beneficial interest therein to be exchanged and to debit or cause to be debited from the account of the Person making such transfer the beneficial interest in the Initial Global Note that is being transferred, and concurrently with such reduction and debit the Company shall execute, and the Trustee shall authenticate and deliver, one or more Initial Certificated Notes of the same aggregate principal amount in accordance with the instructions referred to above; and
(B) if a Holder of an Initial Certificated Note wishes to transfer such Note to a Non-U.S. Person pursuant to Regulation S who wishes to take delivery thereof in the form of a Certificated Note, such Holder may, subject to the restrictions on transfe...
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,
(i) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such Note or (y) the proposed transferor has delivered to the Note Registrar a Regulation S Certificate and, unless otherwise agreed by the Company and the Trustee, an opinion of counsel, certifications and other information satisfactory to the Company and the Trustee, and
(ii) if the proposed transferor is or is acting through, an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar of (x) the certificate, opinion, certifications and other information, if any, required by clause (a) above and (y) written instructions given in accordance with the Depositary’s and the Note Registrar’s procedures; whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is, or is acting through, an Agent Member holding a beneficial interest in a relevant Offshore Global Note, the Trustee shall reflect on its books and records the date and an increase in the principal amount of such Offshore Global Note in an amount equal to the principal amount of the beneficial interest being so transferred or (B) otherwise the Company shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount.
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Note that is a Restricted Security to any Non U.S. Person: the Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any proposed transfer of a Restricted Security to any non-U.S. person:
(i) the Security Registrar shall register the transfer of any Restricted Security if (x) the requested transfer is not prior to the date which is two years (or such other period as may be prescribed by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the original issue date of such Security (or of any Predecessor Security) or the last day on which the Company or any Affiliate of the Company was the owner of such Security or any Predecessor Security or (y) the proposed transferee has checked the box provided for on the form of Security stating, and has provided to the Security Registrar such certifications, opinions and other information as the Security Registrar may (and, if so directed by the Company, shall) require, stating that such Security is being transferred pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act; and
(ii) the Security Registrar shall register the transfer of any Restricted Security if the proposed transferor is an Agent Member holding a beneficial interest in a Rule 144A Global Security, upon receipt by the Security Registrar of (x) the certificate, if any, required by paragraph (i) above and (y) instructions given in accordance with the Depository’s and the Security Registrar’s procedures; whereupon the Security Registrar shall reflect on its books and records the date of such transfer and (A) (if the transfer involves a transfer of a beneficial interest in a Rule 144A Global Security) a decrease in the principal amount of such Rule 144A Global Security in an amount equal to the principal amount to be transferred and (B) an increase in the principal amount of a Regulation S Global Security in an amount equal to the principal amount to be transferred.
Transfers to Non-U.S. Persons. A Stockholder (other than a Televisa Investor) shall not, and shall require its Permitted Transferees not to, Transfer Shares to any Person which is known or reasonably should be known by such Stockholder or its Permitted Transferees to be a non-U.S. Person for purposes of the Federal Communications Laws if, as a result of such Transfer, the percentage ownership of voting interests and/or equity interests of the Company owned directly or indirectly by non-U.S. Persons for purposes of the Federal Communications Laws would increase as a result of such Transfer (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that this Section 3.3.3 shall not apply with respect to any Transfer made subsequent to the later to occur of a Televisa Sell-Down or Televisa owning less than 10% of the Common Stock of the Company (on a fully diluted, as-exercised and as-converted basis). The Company agrees that it will not, except in an offering that is a Public Offering, issue any capital stock or Convertible Securities to, or merge with or into or otherwise combine with, any Person that is known or reasonably should be known by the Company to be a Non-U.S. Person whose ownership of such issued capital stock or capital stock underlying such Convertible Securities would, directly or indirectly, increase the aggregate foreign ownership attributable to the Company under the Federal Communications Laws (without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)); provided, that the Company may comply with any obligation with res...
Transfers to Non-U.S. Persons. The following provisions shall apply with respect to any transfer of an interest in a Restricted Security to a Non-U.S. Person under Regulation S:
(i) the Registrar shall register any proposed transfer of a Restricted Security to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit E from the proposed transferor and such legal opinion, certifications and other information as the Registrar or the Company may reasonably request; and
(ii) if the proposed transferor is a Member seeking to transfer an interest in the 144A Global Security or the IAI Global Security, upon receipt by the Security Custodian and the Registrar of (x) the documents required by clause (i) of this subsection (d) and (y) written instructions given in accordance with the Depositary’s and the Registrar’s procedures, the Registrar shall register the transfer and reflect on its books and records the date of such transfer, and the Security Custodian and the Registrar shall (A) decrease the aggregate principal amount of the 144A Global Security or the IAI Global Security, as the case may be, in an amount equal to the aggregate principal amount of the beneficial interest in the 144A Global Security or the IAI Global Security, as the case may be, to be transferred and (B) increase the aggregate principal amount of the Permanent Regulation S Global Security in an amount equal to the aggregate principal amount of the Global Securities to be transferred.