Exchange of Initial Notes for Exchange Notes Sample Clauses
The 'Exchange of Initial Notes for Exchange Notes' clause establishes the process by which holders of initial notes can exchange them for new, registered exchange notes. Typically, this involves the issuer offering to swap unregistered or privately placed notes for notes that are registered with the relevant securities authority, often to facilitate broader trading and compliance with securities laws. This clause ensures that investors receive securities that are more liquid and freely tradable, addressing regulatory requirements and enhancing marketability.
Exchange of Initial Notes for Exchange Notes. The Initial Notes may be exchanged for Exchange Notes pursuant to the terms of the Exchange Offer. The Trustee shall make the exchange as follows: The Company shall present the Trustee with an Officer’s Certificate certifying the following:
(i) upon issuance of the Exchange Notes, the transactions contemplated by the Exchange Offer have been consummated; and
(ii) the principal amount of Initial Notes properly tendered in the Exchange Offer that are represented by a Global Note or by Global Notes and the principal amount of Initial Notes properly tendered in the Exchange Offer that are represented by individual Notes, the name of each Holder of such individual Initial Notes, the principal amount properly tendered in the Exchange Offer by each such Holder and the name and address to which individual Exchange Notes shall be registered and sent for each such Holder. The Trustee, upon receipt of (i) such Officer’s Certificate, (ii) an Opinion of Counsel addressed to the Trustee of the Notes to the effect that the Exchange Notes have been registered under Section 5 of the Securities Act, and the Indenture has been qualified under the Trust Indenture Act and (iii) a Company Order, shall authenticate a Global Note or Global Notes for Exchange Notes in aggregate principal amount equal to the aggregate principal amount of Initial Notes represented by a Global Note or by Global Notes indicated in such Officer’s Certificate as having been properly tendered. If the principal amount of the Global Note or Global Notes for the Exchange Notes is less than the principal amount of the Global Note or Global Notes for the Initial Notes, the Trustee shall make an endorsement on such Global Note or Global Notes for Initial Notes indicating a reduction in the principal amount represented thereby.
Exchange of Initial Notes for Exchange Notes. The Initial Notes may be exchanged for Exchange Notes pursuant to the terms of the Registered Exchange Offer. The Trustee shall make the exchange as follows:
(1) The Company shall present the Trustee with an Officers’ Certificate certifying the following:
(A) upon issuance of the Exchange Notes, the transactions contemplated by the Registered Exchange Offer have been consummated; and
(B) the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by a Global Note or by Global Notes and the principal amount of Initial Notes properly tendered in the Registered Exchange Offer that are represented by individual Initial Notes, the name of each Holder of such individual Initial Notes, the principal amount properly tendered in the Registered Exchange Offer by each such Holder and the name and address to which individual Registered Exchange Notes shall be registered and sent for each such Holder. The Trustee, upon receipt of (i) such Officers’ Certificate, (ii) an Opinion of Counsel to the Company addressed to the Trustee of the Notes to the effect that the Exchange Notes have been registered under Section 5 of the Securities Act, and the Indenture has been qualified under the Trust Indenture Act and (iii) an Issuer Order, shall authenticate a Global Note or Global Notes for Exchange Notes in aggregate principal amount equal to the aggregate principal amount of Initial Notes represented by a Global Note or by Global Notes indicated in such Officers’ Certificate as having been properly tendered. If the principal amount of the Global Note or Global Notes for the Exchange Notes is less than the principal amount of the Global Note or Global Notes for the Initial Notes, the Trustee shall make an endorsement on such Global Note or Global Notes for Initial Notes indicating a reduction in the principal amount represented thereby. 1 These paragraphs should be included only if the Security is a Global Security 2 These paragraphs should be included only if the Security is a Restricted Global Note.
Exchange of Initial Notes for Exchange Notes. The Initial Notes may be exchanged for Exchange Notes pursuant to the terms of the Exchange Offer. The Trustee shall make the exchange as follows: The Company shall present the Trustee with an Officers' Certificate certifying the following:
(i) upon issuance of the Exchange Notes, the transactions contemplated by the Exchange Offer have been consummated; and
Exchange of Initial Notes for Exchange Notes. Promptly following the execution and delivery of this First Supplemental Indenture, the Trustee shall, upon the written order of the Company in the form of an Officers' Certificate of the Company, authenticate and deliver Exchange Notes substantially in the form of Exhibit B to the Indenture in replacement of Initial Notes whose Holders have accepted the Exchange Offer and exchanged their Notes in accordance therewith, and upon delivery of certificates representing the Initial Notes to the Trustee for cancellation, the Trustee shall cancel such Initial Notes.
Exchange of Initial Notes for Exchange Notes. Exchanges of Initial SENs for Exchange SENs and the Private Exchange SENs shall be made in accordance with the provisions of Section 305 of the Original Indenture and the Registered Exchange Offer and the Private Exchange Offer, as the case may be; provided that no such exchange for Exchange SENs shall occur until an Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) shall have been declared effective by the Commission and the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission.