EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES Sample Clauses

EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES. 2.1 This permanent Global Note will be exchangeable in whole but not in part (free of charge to the holder) for definitive Notes only (a) upon the happening of any of the events defined in the Trust Deed as “Events of Default”, (b) if either Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream,” “Luxembourg” and together with Euroclear, the relevant “Clearing Systems”) is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no alternative clearing system satisfactory to the Trustee is available, or (c) if the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream, Luxembourg which would not be suffered were the Notes in definitive form and a certificate to such effect signed by two authorised signatories of the Issuer is given to the Trustee. Thereupon (in the case of (a) and (b) above) the holder of this permanent Global Note (acting on the instructions of (an) Accountholder(s) (as defined below)) may give notice to the Issuer, and (in the case of (c) above) the Issuer may give notice to the Trustee and the Noteholders, of its intention to exchange this permanent Global Note for definitive Notes on or after the Exchange Date (as defined below). 2.2 On or after the Exchange Date (as defined below) the holder of this permanent Global Note may or, in the case of (c) above, shall surrender this permanent Global Note to or to the order of the Principal Paying Agent. In exchange for this permanent Global Note the Issuer will deliver, or procure the delivery of, definitive Notes in bearer form, serially numbered, in the denominations of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 each with interest coupons (“Coupons”) attached on issue in respect of interest which has not already been paid on this permanent Global Note (in exchange for the whole of this permanent Global Note).
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EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES. This Permanent Global Note will become exchangeable, in whole but not in part only and at the request of the bearer of this Permanent Global Note, for Notes in definitive form (Definitive Notes) in substantially the form set out in Part 3 of Schedule 1 (Form of Definitive Note, Coupon and Talon) to the Agency Agreement if either of the following events occurs:
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EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES. The definitive Notes to be issued on exchange will be in bearer form in the denomination of U.S.$1,000, U.S.$10,000 or U.S.$100,000 each with interest coupons ("Coupons"), in each case in the respective form set out in the schedules to the Agency Agreement. On and after the day being 40 days after the closing date for the Notes (the "Exchange Date") this Temporary Global Note may be exchanged in whole or in part (free of charge to the bearer) at the specified office of the Fiscal Agent (or such other place as the Fiscal Agent may direct) for duly executed and authenticated definitive Notes (together with the Coupons appertaining thereto) and Gillxxxx xxxll procure that the Fiscal Agent shall deliver, in full or partial exchange for this Temporary Global Note, definitive Notes (together with the Coupons appertaining thereto) in an aggregate principal amount equal to the principal amount of this Temporary Global Note submitted for exchange. Notwithstanding the foregoing, no definitive Notes will be so issued and delivered unless there shall have been presented to the Fiscal Agent a certificate from Morgxx Xxxranty -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroelear") or Cedel Bank, societe anonyme ("Cedel Bank") substantially in the form of the certificate attached as Exhibit A. Any person who would, but for the provisions of this Temporary Global Note and of the Agency Agreement, otherwise be entitled to receive a definitive Note or definitive Notes shall not be entitled to require the exchange of an appropriate part of this Temporary Global Note unless and until he shall have delivered or caused to be delivered to Euroclear or Cedel Bank a certificate substantially in the form of the certificate attached as Exhibit B (copies of which form of certificate will be available at the offices of Euroclear in Brussels and Cedel Bank in Luxembourg and the specified office of each of the Paying Agents). (i) any exchange of a part of this Temporary Global Note for a definitive Note or (ii) the purchase by or on behalf of Gillxxxx xxx cancellation of a part of this Temporary Global Note m accordance with the Conditions, the portion of the principal mount hereof so exchanged or so purchased and cancelled shall be endorsed by or on behalf of the Fiscal Agent on behalf of ...
Sample 1
EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES. This Permanent Global Note may be exchanged in whole, but not in part, for duly executed and authenticated Definitive Notes without charge to the holder if (i) an event of default under Condition 9 has occurred and is continuing, (ii) either Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no successor clearing system is available, (iii) the Issuer would suffer a material disadvantage in respect of the Notes as a result of a change in the laws or regulations (taxation or otherwise) of any Relevant Jurisdiction (as defined in Condition 7) or as a result of a change in the practice of Euroclear or Clearstream, Luxembourg which would not be suffered were the Notes in definitive form and a certificate to such effect signed by two duly authorised officers of the Issuer is delivered to the Fiscal Agent for display to Noteholders, or (iv) so requested by a Noteholder. Thereupon (in the case of (i) and (ii) above) the holder of this Permanent Global Note may give notice to the Fiscal Agent and the Issuer, and (in the case of (iii) and (iv) above) the holder of this Permanent Global Note may give notice to the Fiscal Agent and the Noteholders, of its intention to exchange this Permanent Global Note for Definitive Notes on or after the Exchange Date (as defined below). On the Exchange Date the Fiscal Agent or such other person as the Fiscal Agent may direct (the "Exchange Agent") shall deliver, in full an aggregate principal amount of duly executed and authenticated Definitive Notes with Coupons attached equal to the total principal amount of this Permanent Global Note to be so exchanged.
Sample 1
EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES. The definitive Notes to be issued on exchange of this Global Note as provided below will be in bearer form in the denomination of U.S.$250,000 each with interest coupons ("Coupons") attached. This Global Note may be exchanged in whole but not in part (free of charge) for definitive Notes and Coupons in the forms set out in Part I of Schedule 2 to the Agency Agreement only upon the occurrence of an Exchange Event.
Sample 1

Related to EXCHANGE FOR DEFINITIVE NOTES AND PURCHASES

  • Transfer and Exchange of Definitive Notes for Definitive Notes Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

  • Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes A beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes.

  • Transfer or Exchange of Beneficial Interests for Definitive Notes If any holder of a beneficial interest in a Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are registered.

  • Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes Transfers and exchanges of Definitive Notes for beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:

  • Restricted Definitive Notes to Unrestricted Definitive Notes Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

  • Transfer and Exchange of Definitive Notes for Beneficial Interests A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Global Notes.

  • Transfer and Exchange of Definitive Securities for Definitive Securities Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e).

  • Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

  • Restricted Definitive Notes to Restricted Definitive Notes Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following: (A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

  • Unrestricted Definitive Notes to Unrestricted Definitive Notes A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

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