Delivery, Form and Denomination Sample Clauses

Delivery, Form and Denomination. The Notes initially will be represented by a single temporary global note in bearer form (the “Temporary Global Note”), without interest coupons, which will be deposited with and held by Bank One, NA, acting through its London Branch, as common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. as the operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Not earlier than the Exchange Date, beneficial interests in the Temporary Global Note will be exchangeable outside the United States of America (including the States and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands) (the “United States”) for an equal aggregate principal amount of beneficial interests in a single permanent global note in bearer form, without interest coupons (the “Permanent Global Note” and, together with the Temporary Global Note, the “Global Notes”), upon and to the extent that the certification requirements set forth in the Fiscal Agency Agreement have been complied with. Certain details as to procedures and prerequisites for owners of beneficial interests in the Temporary Global Note to exchange such interests for beneficial interests in the Permanent Global Note are set forth in the Temporary Global Note and the Fiscal Agency Agreement. Beneficial interests in the Permanent Global Note will be exchangeable in whole after the Exchange Date (only outside the United States and subject to general terms and conditions of Euroclear and Clearstream) upon 45 days’ written notice (which may be given at any time after the Closing Date), for an equal aggregate principal amount of Definitive Notes in bearer form with interest coupons (“Coupons”). Any Definitive Notes issued in exchange for such interests will be in bearer form only in denominations of £1,000, £10,000 and £100,000 with Coupons attached thereto, and title to such Definitive Notes and Coupons will pass upon delivery. Each Note and Coupon will carry the following legend: “This obligation has not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in contravention of that Act. Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the United States Internal Revenue Code.”

Delivery, Form and Denomination. The Notes will initially be represented by a single temporary global note (the "Temporary Global Note"), without interest coupons (the "Coupons"), which will be deposited with Citibank, N.A, as common depositary (the "Common Depositary") for Morgxx Xxxranty Trust Company of New York, Brussels Office, as the operator of the Euroclear System ("Euroclear"), and Cedel Bank, S.A. ("Cedel Bank"). The beneficial interests in the Temporary Global Note will be exchangeable for definitive Notes, with Coupons, upon and to the extent that the certification requirements set forth in the Fiscal Agency Agreement have been complied with. Certain details as to procedures and prerequisites for owners of beneficial interests in the Temporary Global Note to exchange such interests for definitive Notes are set forth in the Temporary Global Note and the Fiscal Agency Agreement. Any definitive Notes issued in exchange for such interests will be in bearer form only in denominations of U.S. $1,000, U.S. $10,000 and U.S. $100,000 with Coupons attached thereto, and title to such definitive Notes and Coupons will pass upon delivery. Each definitive Note and Coupon will carry substantially the following legend: "This obligation has not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in contravention of that Act. Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the United States Internal Revenue Code."

Delivery, Form and Denomination. Each 2009 Note and 2009 Coupon will carry substantially the following legend: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR TERRITORY OF THE UNITED STATES, AND IS SUBJECT TO UNITED STATES TAX REQUIREMENTS. THIS NOTE IS BEING OFFERED OR SOLD ONLY OUTSIDE THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, ANY U.S. PERSON (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR ANY UNITED STATES PERSON (AS THAT TERM IS DEFINED IN UNITED STATES TREASURY REGULATIONS SECTION 1.163-5(c)(2)(i)(D)). ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE. The sections of the Internal Revenue Code (the “Code”) referred to in such legend provide that United States persons (as defined in the Code), with certain exceptions, will not be entitled to deduct any loss, and will not be entitled to capital gains treatment of any gain, on any sale, disposition or payment of principal of the Notes for United States federal income tax purposes. Title to the 2009 Notes will pass by delivery. The holder of a 2009 Note or any 2009 Coupon will be treated, to the extent permitted by law, by the Company, the Fiscal Agent, and all of their agents for all purposes as the owner of such 2009 Note or 2009 Coupon.