Exchange for Certificated Notes Clause Samples
Exchange for Certificated Notes. Notwithstanding any other provisions of this Agreement or the Notes, a Global Note shall not be exchanged in whole or in part for a Note registered in the name of any person other than the U.S. Depositary or one or more nominees thereof; provided that a Global Note may also be exchanged for Notes registered in the names of any person designated by the U.S. Depositary in the event that such exchange is permitted by applicable law and (i) the U.S. Depositary has notified the Issuer that it is unwilling or unable to continue as U.S. Depositary for such Global Note or the U.S. Depositary has ceased to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Issuer fails to appoint a successor depositary within 90 days of receiving such notice, (ii) an event described in paragraph 14(a) or the first sentence of paragraph 14(b) of the Notes has occurred and is continuing with respect to the Notes, (iii) a request for certificates has been made upon 60 days’ prior written notice given to the Fiscal Agent in accordance with the U.S. Depositary’s customary procedures and a copy of such notice has been received by the Issuer from the Fiscal Agent or (iv) the holder of an interest in such Global Note has notified the Fiscal Agent and securities registrar in writing that it is transferring such beneficial interest to an Institutional Accredited Investor and such holder (1) requests in such written notice that certificates be delivered to such transferee and (2) complies with the requirements for transfer specified in Section 6(c)(vi) of this Agreement. Any Global Note exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (ii), (iii) or (iv) above may be exchanged in whole or from time to time in part as directed by the U.S.
Exchange for Certificated Notes. A Global Note is exchangeable for Certificated Notes in registered form and of like tenor only if (i) DTC notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or DTC ceases to be a clearing agency registered under the United States Securities Exchange Act of 1934, as amended (the Exchange Act), (ii) there shall have occurred and be continuing an Event of Default with respect to the Notes evidenced by such Global Note or (iii) there shall exist such other circumstances, if any, as have been specified as contemplated by Section 301 of the Indenture. Notwithstanding the foregoing, a Global Note to which the restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Notes registered only in the name or names of, such Person or Persons as DTC shall direct and no transfer thereof other than such a transfer may be registered. Any Global Note that is exchangeable pursuant to the second preceding sentence shall be exchangeable in whole for Certificated Notes in registered form and of like tenor, in denominations of U.S.$1,000 and integral multiples of U.S.$1,000 in excess thereof. Except as provided above, beneficial owners of beneficial interests in such Global Note will not be entitled to receive physical delivery of Certificated Notes and will not be considered Holders thereof. Except as provided above, no Global Note or Global Notes shall be exchangeable, except as a whole by DTC or its nominee for a Global Note or Global Notes of like denomination to be registered in the name of DTC or a nominee of DTC. Denominations: Unless otherwise provided in the applicable Pricing Supplement, Global Notes will be issued in denominations of $5,000 and integral multiples of $1,000. Global Notes will not be denominated in excess of $500,000,000 (or the equivalent thereof in one or more foreign or composite currencies) aggregate principal amount. If one or more Global Notes are issued in excess of $500,000,000 (or the equivalent thereof in one or more foreign or composite currencies) aggregate principal amount and would, but for the preceding sentence, be represented by a single Global Note, then one Global Note will be issued to represent each $500,000,000 (or the equivalent thereof in one or more foreign or composite currencies) aggregate principal amount of such Global Notes and an additional Global Note or Notes will be issued to represent any ...