Common use of Certificated Notes Clause in Contracts

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuer within 90 days of such notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notes.

Appears in 6 contracts

Samples: Indenture (Match Group, Inc.), Indenture (Iac/Interactivecorp), Indenture (Affiliate Investment, Inc.)

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Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.3 hereof and (i) the Depository notifies the Issuer Issuers that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository depositary or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Issuer Issuers within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the IssuerIssuers, at in its optionsole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notesunder this Indenture.

Appears in 5 contracts

Samples: Indenture (Momentive Specialty Chemicals Inc.), Indenture (Hexion Specialty Chemicals, Inc.), Indenture (Borden Chemical Inc)

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.3 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository depositary or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Issuer within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Issuer, at in its optionsole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notesunder this Indenture.

Appears in 4 contracts

Samples: Supplemental Indenture (Mariner, LLC), Indenture (Affinion Loyalty Group, Inc.), Indenture (Watchguard Registration Services, Inc.)

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes of the same series in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuer within 90 days of such notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes of either series in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the NotesNotes of the relevant series.

Appears in 4 contracts

Samples: Indenture (ER Marks, Inc.), Indenture (QVC Inc), Indenture (Affiliate Investment, Inc.)

Certificated Notes. (a) A Global Note Notes deposited with the Depository Depositary or with the Trustee as Notes Custodian for the Depository Trustee pursuant to Section 2.02 2.04 of this Indenture Supplement shall be transferred to the beneficial owners thereof in the form of Definitive Certificated Notes in an aggregate principal amount equal to the principal amount of such Global NoteNotes, in exchange for such Global NoteNotes, only if such transfer complies with Section 2.16 hereof 305 of the Original Indenture and Section 4.03 of this Indenture Supplement and (i) the Depository Company notifies the Issuer Trustee that it the Depositary is unwilling no longer willing or unable able to continue act as Depository a depositary or clearing system for such Global Note and the Depository fails to appoint a successor depository Notes or if at any time such Depository the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary or clearing system is not appointed by the Issuer Company within 90 days of such noticenotice or cessation, (ii) upon the Issueroccurrence and continuation of an Event of Default, at or (iii) the Company, in its optionsole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes in definitive form, then, upon surrender under the Indenture rather than have the Notes represented by the relevant a Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the NotesSecurity.

Appears in 3 contracts

Samples: Exhibit 99 (Pulte Homes Inc/Mi/), Pulte Homes Inc/Mi/, Pulte Homes Inc/Mi/

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuer within 90 days of such notice, (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies identify as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notescontinuing.

Appears in 2 contracts

Samples: Indenture (Amsurg Corp), Indenture (Amsurg Corp)

Certificated Notes. (a) A Global Note deposited with the Depository Depositary or with the Trustee as Notes Custodian for the Depository Depositary pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.2 hereof and (i) the Depository Depositary notifies the Issuer Company that it is unwilling or unable to continue as Depository depository for such Global Note and the Depository Depositary fails to appoint a successor depository or if at any time such Depository depository ceases to be a “clearing agency” registered under the Exchange Act andAct, in either case, and a successor depositary depository is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the IssuerCompany, at in its optionsole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes in definitive form, then, upon surrender by under the relevant Indenture (although Regulation S Global Note Holder of its Global Note, Notes in such form will at the Company’s election pursuant to this clause may not be issued exchanged for Certificated Notes prior to each Person that such Global Note Holder and (a) the Depository identifies as being the beneficial owner expiration of the related Notes, or Distribution Compliance Period and (iiib) an Event the receipt of Default has occurred and is continuing with respect to any certificates required under the Notesprovisions of Regulation S).

Appears in 2 contracts

Samples: Molina Healthcare Inc, Molina Healthcare Inc

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.3 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Issuer within 90 days of such notice, or (ii) a Default or Event of Default has occurred and is continuing and the Depository requests such exchange or (iii) the Issuer, at in its optionsole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notesunder this Indenture.

Appears in 2 contracts

Samples: Indenture (Affinion Group, Inc.), Indenture (Affinion Group, Inc.)

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.3 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository depositary or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Issuer within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and upon request by the Depository or any of its participants or (iii) the Issuer, at in its optionsole discretion, notifies the Trustee and the Depository in writing that it elects to cause the issuance of Definitive Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notesunder this Indenture.

Appears in 2 contracts

Samples: Indenture (Hexion Inc.), Indenture (Hexion Inc.)

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Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.3 hereof and (i) the Depository notifies the Issuer Company that it is unwilling or unable to continue as Depository depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository depository ceases to be a “clearing agency” registered under the Exchange Act andAct, in either case, and a successor depositary depository is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the IssuerCompany, at in its optionsole discretion, notifies notify the Trustee in writing that it elects to cause the issuance of Certificated Notes in definitive form, then, upon surrender by under this Indenture (although Temporary Regulation S Global Notes at the relevant Global Note Holder of its Global Note, Company’s election pursuant to this clause may not be exchanged for Certificated Notes in such form will be issued prior to each Person that such Global Note Holder and (a) the Depository identifies as being the beneficial owner expiration of the related Notes, or Distribution Compliance Period and (iiib) an Event the receipt of Default has occurred and is continuing with respect to any certificates required under the Notesprovisions of Regulation S).

Appears in 1 contract

Samples: Supplemental Indenture (SemGroup Corp)

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.3 hereof and (i) the Depository notifies the Issuer that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository depositary or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary Depository is not appointed by the Issuer within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing and upon request by DTC or any of its participants or (iii) the Issuer, at in its optionsole discretion, notifies the Trustee and DTC in writing that it elects to cause the issuance of Definitive Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notesunder this Indenture.

Appears in 1 contract

Samples: Indenture (Momentive Specialty Chemicals Inc.)

Certificated Notes. (a) A Global Note deposited with the Depository or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 shall be transferred to the beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 hereof and (i) the Depository notifies the Issuer Issuers that it is unwilling or unable to continue as Depository for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository ceases to be a “clearing agency” registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Issuer Issuers within 90 days of such notice, (ii) the IssuerIssuers, at its their option, notifies notify the Trustee in writing that it elects they elect to cause the issuance of Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person Per son that such Global Note Holder and the Depository identifies identify as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notescontinuing.

Appears in 1 contract

Samples: Indenture (Starz, LLC)

Certificated Notes. (a) A Global Note deposited with the Depository Depositary or with the Trustee as Notes Custodian for the Depository Depositary pursuant to Section 2.02 2.1 shall be transferred to the beneficial owners thereof in the form of Definitive Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 2.3 hereof and (i) the Depository Depositary notifies the Issuer Company that it is unwilling or unable to continue as Depository depository for such Global Note and the Depository Depositary fails to appoint a successor depository or if at any time such Depository depository ceases to be a “clearing agency” registered under the Exchange Act andAct, in either case, and a successor depositary depository is not appointed by the Issuer Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the IssuerCompany, at in its optionsole discretion, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes in definitive form, then, upon surrender by under this Indenture (although Regulation S Global Notes at the relevant Global Note Holder of its Global Note, Company’s election pursuant to this clause may not be exchanged for Certificated Notes in such form will be issued prior to each Person that such Global Note Holder and (a) the Depository identifies as being the beneficial owner expiration of the related Notes, or Distribution Compliance Period and (iiib) an Event the receipt of Default has occurred and is continuing with respect to any certificates required under the Notesprovisions of Regulation S).

Appears in 1 contract

Samples: Anixter International Inc

Certificated Notes. (a) A Global Note deposited with the Depository Depositary or with the Trustee as Notes Custodian for the Depository pursuant to Section 2.02 SECTION 2.1 or issued in connection with a Registered Exchange Offer shall be transferred to the beneficial owners thereof in the form of Definitive Certificated Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.16 hereof SECTION 2.2 and SECTION 305 of the Indenture and (i) the Depository Depositary notifies the Issuer Company that it is unwilling or unable to continue as Depository a Depositary for such Global Note and the Depository fails to appoint a successor depository or if at any time such Depository the Depositary ceases to be a "clearing agency" registered under the Exchange Act andAct, in either case, and a successor depositary is not appointed by the Issuer Company within 90 days of such noticenotice or after the Company becomes aware of such cessation, (ii) an Event of Default has occurred and is continuing and the IssuerRegistrar has received a request from the Depositary to issue the form of Certificated Notes in registered form in substantially the form set forth in Exhibit A or (iii) the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of Certificated Notes in definitive form, then, upon surrender by the relevant Global Note Holder of its Global Note, Notes in such form will be issued to each Person that such Global Note Holder and the Depository identifies as being the beneficial owner of the related Notes, or (iii) an Event of Default has occurred and is continuing with respect to the Notesunder this Indenture.

Appears in 1 contract

Samples: Iesi Tx Corp

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