Common use of Conditions for Issuance Clause in Contracts

Conditions for Issuance. Interests in a Restricted Global Note or Permanent Global Note deposited with DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Notes only if such transfer complies with Section 2.9 and (x) DTC notifies AFC-II that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and a successor depositary so registered is not appointed by AFC-II within 90 days of such notice or (y) AFC-II determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for definitive registered Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitions Notes represented thereby or (z) any Noteholder, purchaser or transferee of a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and AFC-II, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), AFC-II will deliver Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive registered Notes shall be issued without coupons in amounts of U.S. $200,000 and integral multiples of U.S. $1,000, subject to compliance with all applicable legal and regulatory requirements.

Appears in 1 contract

Samples: Base Indenture (Avis Rent a Car Inc)

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Conditions for Issuance. Interests Definitive Notes shall be issued and delivered, and interests in a Restricted Rule 144A Global Note or Permanent Regulation S Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Notes Definitive Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies AFC-II RCFC that it is unwilling or unable to continue as depositary for such Restricted Rule 144A Global Note or Permanent Regulation S Global Note or at any time ceases to be a "clearing agency" registered under the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and in either case in either case a successor depositary so registered is not appointed by AFC-II RCFC within 90 ninety (90) days of such notice or (y) AFC-II RCFC, in its sole discretion, determines that the Restricted Rule 144A Global Note Notes or Permanent Regulation S Global Note Notes with respect to the relevant Series of Notes shall be exchangeable for definitive registered Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global global Notes or the category of Definitions Definitive Notes represented thereby or (z) any Noteholder, purchaser or transferee of a Restricted Rule 144A Global Note or a Permanent Regulation S Global Note requests the same in the form of a Definitive Note and AFC-IIRCFC, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), AFC-II RCFC will deliver Notes in definitive registered form, without interest coupons, in exchange for the Restricted Rule 144A Global Notes or the Permanent Regulation S Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive registered Notes shall be issued without coupons in amounts minimum denominations that are specified in the related Series Supplement for such Series of U.S. $200,000 and integral multiples of U.S. $1,000Notes, subject to compliance with all applicable legal and regulatory requirements.

Appears in 1 contract

Samples: Occupancy and Services Agreement (Dollar Thrifty Automotive Group Inc)

Conditions for Issuance. Interests Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Definitive Notes only if such transfer complies with Section 2.9 and (x) DTC notifies AFC-II ARG that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and and, in either case, a successor depositary so registered is not appointed by AFC-II ARG within 90 days of such notice or (y) AFC-II ARG determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for definitive registered Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitions Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and AFC-IIARG, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, AFC-II ARG will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise specified in a related Series Supplement, Definitive registered Notes shall be issued without coupons only in amounts minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,0001,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.

Appears in 1 contract

Samples: Vanguard Car Rental Group Inc.

Conditions for Issuance. Interests Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Definitive Notes only if such transfer complies with Section 2.9 and (x) DTC notifies AFC-II the Issuer that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and and, in either case, a successor depositary so registered is not appointed by AFC-II the Issuer within 90 days of such notice or (y) AFC-II the Issuer determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for definitive registered Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitions Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and AFC-IIthe Issuer, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, AFC-II the Issuer will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive registered Notes shall be issued without coupons only in amounts minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,0001,000 in excess thereof, subject to compliance with all applicable legal and an i regulatory requirements.

Appears in 1 contract

Samples: Vanguard Car Rental Group Inc.

Conditions for Issuance. Interests Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section SECTION 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Definitive Notes only if such transfer complies with Section SECTION 2.9 and (x) DTC notifies AFC-ARG II that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and and, in either case, a successor depositary so registered is not appointed by AFC-ARG II within 90 days of such notice or (y) AFC-ARG II determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for definitive registered Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitions Definitive Notes represented thereby or (z) any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and AFC-ARG II, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee), AFC-ARG II will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause CLAUSE (zY) or (Z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise specified in a related Series Supplement, Definitive registered Notes shall be issued without coupons only in amounts minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,0001,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.

Appears in 1 contract

Samples: Base Indenture (Anc Rental Corp)

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Conditions for Issuance. Interests Unless otherwise provided in the Series Supplement for a Series of Notes, Definitive Notes shall be issued and delivered, and interests in a Restricted Rule 144A Global Note or Permanent Regulation S Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Notes Definitive Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies AFC-II CPF that it is unwilling or unable to continue as depositary for such Restricted Rule 144A Global Note or Permanent Regulation S Global Note or at any time ceases to be a "clearing agency" registered under the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and in either case a successor depositary so registered is not appointed by AFC-II CPF within 90 ninety (90) days of such notice or (y) AFC-II CPF, in its sole discretion, determines that the Restricted Rule 144A Global Note Notes or Permanent Regulation S Global Note Notes with respect to the relevant Series of Notes shall be exchangeable for definitive registered Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global global Notes or the category of Definitions Definitive Notes represented thereby or (z) any Noteholder, purchaser or transferee of a Restricted Rule 144A Global Note or a Permanent Regulation S Global Note requests the same in the form of a Definitive Note and AFC-IICPF, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), AFC-II CPF will deliver Notes in definitive registered form, without interest coupons, in exchange for the Restricted Rule 144A Global Notes or the Permanent Regulation S Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive registered Notes shall be issued without coupons in amounts minimum denominations that are specified in the Series Supplement for such Series of U.S. $200,000 and integral multiples of U.S. $1,000Notes, subject to compliance with all applicable legal and regulatory requirements.

Appears in 1 contract

Samples: Base Indenture (Avis Budget Group, Inc.)

Conditions for Issuance. Interests Unless otherwise specified in a related Series Supplement, interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Definitive Notes only if such transfer complies with Section 2.9 and (x) DTC notifies AFC-II the Issuer that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the Exchange Act, and and, in either case, a successor depositary so registered is not appointed by AFC-II the Issuer within 90 days of such notice or (y) AFC-II the Issuer determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Notes shall be exchangeable for definitive registered Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitions Definitive Notes represented thereby or (z) DTC notifies the Trustee that any Note Owner or Noteholder, purchaser or transferee of a beneficial interest in a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and AFC-IIthe Issuer, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Note Owner, Noteholder, purchaser or transferee). In such event, AFC-II the Issuer will deliver Definitive Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (y) or (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Unless otherwise provided in a related Series Supplement, Definitive registered Notes shall be issued without coupons only in amounts minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,0001,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.

Appears in 1 contract

Samples: Vanguard Car Rental Group Inc.

Conditions for Issuance. Interests Definitive Notes shall be issued and delivered, and interests in a Restricted Global Note or Permanent Global Note deposited with DTC or a custodian of DTC pursuant to Section 2.5 shall be transferred to the beneficial owners thereof in the form of definitive registered Notes Definitive Notes, only if (i) in the case of a transfer or exchange, such transfer complies with Section 2.9 and (ii) either (x) DTC notifies AFC-II Thrifty Finance that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a "clearing agency" registered under the United States Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and in either case in either case a successor depositary so registered is not appointed by AFC-II Thrifty Finance within 90 ninety (90) days of such notice or (y) AFC-II Thrifty Finance, in its sole discretion, determines that the Restricted Global Note Notes or Permanent Global Note Notes with respect to the relevant Series of Notes shall be exchangeable for definitive registered Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global global Notes or the category of Definitions Definitive Notes represented thereby or (z) any Noteholder, purchaser or transferee of a Restricted Global Note or a Permanent Global Note requests the same in the form of a Definitive Note and AFC-IIThrifty Finance, in its sole discretion, consents to such request (in which case a Definitive Note shall be issuable or transferable only to such Noteholder, purchaser or transferee), AFC-II Thrifty Finance will deliver Notes in definitive registered form, without interest coupons, in exchange for the Restricted Global Notes or the Permanent Global Notes or, in the case of an exchange or transfer described in clause (z) above, in exchange for the applicable beneficial interest in one or more Global Notes. Definitive registered Notes shall be issued without coupons in minimum amounts of U.S. $200,000 U.S.$250,000 and integral multiples of U.S. $1,000U.S.$1,000, subject to compliance with all applicable legal and regulatory requirements.

Appears in 1 contract

Samples: Management Services Agreement (Dollar Thrifty Automotive Group Inc)

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