Rule 144a Notes. Notes offered and sold in reliance on the exemption from registration under Rule 144A (each, a “Rule 144A Note”) shall be issued initially in the form of (A) one or more permanent Global Notes in fully registered form (each, a “Rule 144A Global Note”), substantially in the form attached hereto as Exhibit A-1 or (B) one or more permanent Definitive Notes in fully registered form (each, a “Rule 144A Definitive Note”), substantially in the form attached hereto as Exhibit A-2. The aggregate principal amounts of the Rule 144A Global Notes or Rule 144A Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee, or the Depository or its nominee, as the case may be, as hereinafter provided.
Rule 144a Notes. Other Notes and their ---------------------- respective Successor Notes shall bear a Restricted Note Legend, and the Regulation S Notes and their Successor Notes shall bear a Regulation S Legend, subject to the following:
Rule 144a Notes. Notes offered and sold in reliance on the exemption from registration under Rule 144A (each, a “Rule 144A Note”) shall be issued initially in the form of one or more permanent Definitive Notes in fully registered form. The aggregate principal amounts of the Rule 144A Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee as hereinafter provided.
Rule 144a Notes and Other Notes which may be held in global form, other than Regulation S Notes, initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the "Restricted Global Note"). Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the "Regulation S Global Note," and, together with the Restricted Global Note, the "Global Notes"). The Global Notes initially shall (i) be registered in the name of The Depository Trust Company ("DTC") or the nominee of DTC, in each case for credit to an account of an Agent Member (as defined below) (or, in the case of the Regulation S Global Notes, of Morgxx Xxxranty Trust Company, as operator of the Euroclear System ("Euroclear") and Cedel Bank, Societe Anonyme ("CEDEL")), (ii) be delivered to the Trustee as custodian for DTC and (iii) bear legends as set forth in Exhibit D. Members of, or direct or indirect participants in, DTC ("Agent Members") shall have no rights under this Indenture with respect to any Global Note held by DTC, or the Trustee as its custodian, or under the Global Notes, and DTC 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 DTC or impair, as between DTC and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
Rule 144a Notes. Notes initially resold by the Purchasers pursuant to the ---------------- Purchase Agreement to "qualified institutional buyers" (as such term is defined in Rule 144A) (it being understood and agreed that such Notes shall not include any Notes initially resold outside the United States to certain persons in offshore transactions in reliance on Registration S under the Securities Act) and all Notes issued upon registration of transfer of or in exchange for such Notes.
Rule 144a Notes. Notes offered to QIBs in the United States of America in reliance on Rule 144A (the “Rule 144A Notes”) shall be issued in the form of a permanent global note including appropriate legends as set forth in Section 3(d) (the “Rule 144A Global Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate, if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC, or its nominee, as hereinafter provided. (c)
Rule 144a Notes. 15 Section 2.9
Rule 144a Notes. Notes offered and sold by the Issuer (other than Regulation S Notes) shall bear a legend generally to the effect that resales of such Notes or interests therein may be made only to qualified institutional buyers in transaction exempt from the registration requirements of the Securities Act in reliance on Rule 144A (each, a “Rule 144A Note”) and shall be issued initially in the form of (A) one or more permanent Global Notes in fully registered form (each, a “Rule 144A Global Note”), substantially in the form attached hereto as Exhibit A-1 or (B) one or more permanent Definitive Notes in fully registered form (each, a “Rule 144A Definitive Note”), substantially in the form attached hereto as Exhibit A-2. The aggregate principal amounts of the Rule 144A Global Notes or Rule 144A Definitive Notes may from time to time be increased or decreased by adjustments made on the records of the Indenture Trustee, or the Depository or its nominee, as the case may be, as hereinafter provided.
Rule 144a Notes. May Be Deposited in Euroclear and Clearstream, Luxembourg
Rule 144a Notes. Notes initially offered and sold in reliance on Rule 144A to qualified institutional buyers (“QIBs”) shall be issued in the form of permanent Global Notes in definitive, fully registered form, without interest coupons, substantially in the form of Exhibit A-l (the “Rule 144A Note”). The Rule 144A Note shall be deposited on behalf of the purchasers of the Notes represented thereby with the custodian for the Depositary, and registered in the name of Cede & Co., as nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Original Indenture. The aggregate principal amount of the Rule 144A Note may from time to time be increased or decreased by adjustments made on the records of the custodian for the Depositary or its nominee, as the case may be.
