Exchange of Temporary Global Note for Permanent Global Note Sample Clauses

Exchange of Temporary Global Note for Permanent Global Note. On and after the Exchange Date (as defined in the Temporary Global Note), the Principal Paying Agent shall, on presentation to it or to its order of the Temporary Global Note and the Permanent Global Note, procure the exchange of interests in the Temporary Global Note for interests of an equal principal amount in the Permanent Global Note in accordance with the Temporary Global Note. On exchange in full of the Temporary Global Note the Principal Paying Agent shall cancel it.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Exchange of Temporary Global Note for Permanent Global Note. On and after the Exchange Date (as defined in the Temporary Global Note), the Principal Paying Agent shall, on presentation to it or to its order of the Temporary Global Note and the Permanent Global Note, (i) procure the exchange of interests in the Temporary Global Note for interests of an equal principal amount in the Permanent Global Note in accordance with the Temporary Global Note and (ii) instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such exchanges. On exchange in full of the Temporary Global Note the Principal Paying Agent shall cancel and destroy it.
Sample 1Sample 2
Exchange of Temporary Global Note for Permanent Global Note. An interest in the Temporary Global Note shall be exchanged for an interest in a Note in permanent global bearer form, without interest coupons, in substantially the same form as set forth in Exhibit A-2 hereto (the "Permanent Global Note"), on or after the Exchange Date, upon the occurrence of each of the following events: (i) the account holder having beneficial ownership of such interest instructs the Euroclear Operator or Cedel Bank, as the case may be, to request such exchange on its behalf and delivers to the Euroclear Operator or Cedel Bank, as the case may be, a certificate in the form set forth in Exhibit 1 to the Temporary Global Note, dated no earlier than 10 days prior to the Exchange Date, copies of which completed certificate shall be made available by the Euroclear Operator or Cedel Bank, as the case may be, to the Principal Paying Agent, which will make such certificate available to the Trustee; and (ii) on or after the Exchange Date, the Common Depositary surrenders the Temporary Global Note to the Principal Paying Agent to be exchanged, in whole or from time to time in part, for an interest in the Permanent Global Note; provided, however, that, upon such presentation by the Common Depositary, the Temporary Global Note shall be accompanied by (i) a certificate dated on or after the Exchange Date and signed by the Euroclear Operator as to the portion of the Temporary Global Note held for its account then to be exchanged and (ii) a certificate dated on or after the Exchange Date and signed by Cedel Bank as to the portion of the Temporary Global Note held for its account then to be exchanged, each in the form set forth in Exhibit 2 to the Temporary Global Note. Without unnecessary delay but, in any event, not later than the Exchange Date, the Company shall deliver to the Principal Paying Agent the Permanent Global Note. Upon the first occurrence of the events specified in paragraphs (i) and (ii) above, the Principal Paying Agent shall authenticate and deliver to the Common Depositary, in exchange for the portion of the Temporary Global Note being surrendered, the Permanent Global Note, in a principal amount equal to the aggregate principal amount of the Temporary Global Note so surrendered. The Principal Paying Agent shall endorse the Temporary Global Note to reflect a reduction in the principal amount equal to the principal amount thereupon represented by the Permanent Global Note and shall, after such endorsement, redeliver the Temporary Gl...
Sample 1
Exchange of Temporary Global Note for Permanent Global Note. On and after the Exchange Date (as defined in the Temporary Global Note), the Principal Paying Agent shall, on presentation to it or to its order of the Temporary Global Note and the Permanent Global Note, procure the exchange of interests in the Temporary Global Note for interests of an equal principal amount in the Permanent Global Note in accordance with the Temporary Global Note. On exchange in full of the Temporary Global Note the Principal Paying Agent shall cancel it. Following the initial exchange of beneficial interests in such Temporary Global Note for beneficial interests in such Permanent Global Note, the Principal Paying Agent shall authenticate and deliver to the Common Depositary, for credit to the respective accounts of the holders of beneficial interests therein, such Permanent Global Note, representing the principal amount of beneficial interests in such Temporary Global Note initially exchanged and shall endorse or shall procure the endorsement of such Temporary Global Note to reflect the reduction of its principal amount by the amount so exchanged. Upon any subsequent exchange of beneficial interests in a Temporary Global Note for beneficial interests in the corresponding Permanent Global Note, the Principal Paying Agent shall endorse or shall procure the endorsement of such Temporary Global Note to reflect the reduction by the amount so exchanged in the principal amount represented thereby and shall endorse or shall procure the endorsement of the corresponding Permanent Global Note to reflect the corresponding increase in the principal amount represented thereby.
Sample 1

Related to Exchange of Temporary Global Note for Permanent Global Note

  • Temporary Global Notes Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Cedel Bank, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from the Depositary, together with copies of certificates from Euroclear and Cedel Bank certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note or an IAI Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

  • 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.

  • Global Note to Global Note If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.

  • 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.

  • Regulation S Temporary Global Note Legend The Regulation S Temporary Global Note shall bear a legend in substantially the following form: “THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

  • Restricted Global Note to Unrestricted Definitive Note In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

  • 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:

  • Certificated Note to Global Note If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.

  • Global Note to Certificated Note If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.

  • Restricted Global Note to Restricted Definitive Note In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!