Automatic Exchange from Global Note Bearing Restricted Securities Legend to Global Note Not Bearing Restricted Securities Legend. At the option of the Company after the first anniversary of the Issue Date and upon compliance with the following procedures, beneficial interests in a Global Note bearing the Restricted Securities Legend (a “Restricted Global Note”) shall be exchanged for beneficial interests in a Global Note not bearing the Restricted Securities Legend (an “Unrestricted Global Note”). To the extent any Exchange Securities are outstanding at the time of any exchange, such Unrestricted Global Note shall be the Global Security representing such Exchange Securities, if permitted by applicable law and the applicable procedures of DTC. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (1) direct DTC to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide DTC with all such information as is necessary for DTC to appropriately credit and debit the relevant Holder accounts and (2) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.6(e), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any liability, an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel, including certification from Holders that they are not Affiliates of the Company and have not knowingly acquired their beneficial interests in the Restricted Global Note from any Affiliate of the Company. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.6(e) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Company shall use reasonable best efforts, on or prior to June 3, 2011, to effect an exchange pursuant to this Section 2.6(e) or otherwise to remove the Restrictive Securities Legend from any Securities issued on the date hereof that bear such legend on such date and, to the extent the Unrestricted Global Note does not constitute the Global Security representing any Exchange Securities, to obtain an unrestricted CUSIP number for such Securities, in each case to the extent permitted by applicable law.
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Samples: Indenture (Cellu Tissue - CityForest LLC), Indenture (Cellu Tissue Holdings, Inc.)
Automatic Exchange from Global Note Bearing Restricted Securities Legend to Global Note Not Bearing Restricted Securities Legend. At the option of the Company after the first anniversary of the Issue Date and upon compliance with the following procedures, beneficial interests in a Global Note bearing the Restricted Securities Legend (a “Restricted Global Note”) shall be exchanged for beneficial interests in a Global Note not bearing the Restricted Securities Legend (an “Unrestricted Global Note”). To the extent any Exchange Securities are outstanding at the time of any exchange, such Unrestricted Global Note shall be the Global Security representing such Exchange Securities, if permitted by applicable law and the applicable procedures of DTC. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (1) direct DTC to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide DTC with all such information as is necessary for DTC to appropriately credit and debit the relevant Holder accounts and (2) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.6(e), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any liability, an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel, including certification from Holders that they are not Affiliates of the Company and have not knowingly acquired their beneficial interests in the Restricted Global Note from any Affiliate of the Company. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.6(e) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Company shall use reasonable best efforts, on or prior to June 3, 2011, to effect an exchange pursuant to this Section 2.6(e) or otherwise to remove the Restrictive Securities Legend from any Securities issued on the date hereof that bear such legend on such date and, to the extent the Unrestricted Global Note does not constitute the Global Security representing any Exchange Securities, to obtain an unrestricted CUSIP number for such Securities, in each case to the extent permitted by applicable law.
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Automatic Exchange from Global Note Bearing Restricted Securities Legend to Global Note Not Bearing Restricted Securities Legend. At To the option of the Company extent permitted by law after the first six-month anniversary of the Issue Date and upon compliance with the following procedures, beneficial interests in a Global Note bearing the Restricted Securities Legend (a “Restricted Global Note”) shall be exchanged for beneficial interests in a Global Note not bearing the Restricted Securities Legend (an “Unrestricted Global Note”). To the extent any Exchange Securities are outstanding at the time of any exchange, such Unrestricted Global Note shall be the Global Security representing such Exchange Securities, if permitted by applicable law and the applicable procedures of DTC. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (1) direct DTC the Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note to an Unrestricted Global Note and provide DTC the Depositary with all such information as is necessary for DTC the Depositary to appropriately credit and debit the relevant Holder accounts and (2) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.6(e), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any liability, an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from Holders such information it reasonably determines is required in order to be able to deliver such Officers’ Certificate and Opinion of Counsel, including certification from Holders that they are not Affiliates of the Company and have not knowingly acquired their beneficial interests in the Restricted Global Note from any Affiliate of the Company. Upon such exchange of beneficial interests pursuant to this Section 2.6(e), the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.6(e) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled. The Company shall use reasonable best efforts, on or prior to June 3July 2, 20112010, to effect an exchange pursuant to this Section 2.6(e) or otherwise to remove the Restrictive Securities Legend from any Securities issued on the date hereof that bear such legend on such date and, to the extent the Unrestricted Global Note does not constitute the Global Security representing any Exchange Securities, and to obtain an unrestricted CUSIP number for such Securities, in each case to the extent permitted by applicable law.
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Samples: Corporate Execution and Notary Acknowledgment (Smithfield Foods Inc)
