Form of Securities. The Securities of each series and the coupons, if any, to be attached thereto shall be in substantially the form attached hereto as Exhibit A-1 and Exhibit A-2 or otherwise in such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such Securities and coupons, if any, as evidenced by their execution of the Securities and coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.1, the form thereof also shall be established as provided in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved boarders or may be produced in any other manner, all as determined by the officers executing such Securities and coupons, if any, as evidenced by their execution of such Securities and coupons, if any.
Appears in 2 contracts
Samples: Indenture (Cihc Inc), Second Senior Indenture (Cihc Inc)
Form of Securities. The (a) Except as otherwise provided pursuant to this Section 2.2, the Securities of each series and the coupons, if any, to be attached thereto shall be are issuable in fully registered form without coupons in substantially the form attached hereto as of Exhibit A-1 and Exhibit A-2 or otherwise in such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental A hereto, in each case with such appropriate insertions, omissions, substitutions and other variations applicable legends as are required or permitted by provided for in Section 2.3. The Securities are not issuable in bearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or endorsements placed thereon as may be required to comply with the rules any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or Depository therefor automated quotation system on which the Securities may be listed or as maydesignated for issuance, consistently herewith, be determined or to conform to usage.
(b) The Securities are being offered and sold by the officers executing such Company pursuant to the Purchase Agreement. Securities offered and couponssold (i) to QIBs in accordance with Rule 144A and (ii) in reliance on Regulation S, if any, as evidenced by their execution of the Securities and coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.1, the form thereof also shall be established each as provided in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons, if anyPurchase Agreement, shall be certified issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as provided in Section 2.3 (each a "Global Security" and collectively the "Global Securities"). Each Global Security shall be duly executed by the Secretary or an Assistant Secretary of the Company and authenticated and delivered by the Trustee, and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the Trustee at accounts of the Agent Members holding the Securities evidenced thereby (or prior in the case of Securities held for purchasers who acquired such Securities in accordance with Regulation S, registered with the Depositary for credit to the delivery accounts of the Company Order contemplated by Section 3.3 for Agent Members then holding such Securities on behalf of Euroclear or Clearstream, as the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attachedcase may be). The definitive aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and couponsof the Depositary or its nominee, if any, shall be printed, lithographed as hereinafter provided. Physical Securities acquired by QIBs in accordance with Rule 144A or engraved in reliance on steel engraved boarders or Regulation S may be produced exchanged for interests in any other manner, all as determined by the officers executing such Global Securities and coupons, if any, as evidenced by their execution of such Securities and coupons, if anypursuant to Section 2.9(a).
Appears in 2 contracts
Samples: Indenture (Foster Wheeler LTD), Indenture (First American Financial Corp)
Form of Securities. The Securities (a) All Voting Shares held by the Shareholders that are not certificated shall be held in the form of each series and nominatif pur in accordance with French law. Upon request, the couponsCompany will provide any Shareholder with certificated Voting Shares, if anyin lieu of a corresponding number of Voting Shares held in the form of nominatif pur, to be attached thereto shall be the extent such Shareholder makes such a request in substantially the form attached hereto as Exhibit A-1 and Exhibit A-2 or otherwise in such form as shall be established by or pursuant to connection with a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or Transfer permitted by this Indenture Section 3.01(e).
(i) In the case of Voting Shares that are certificated, upon original issuance thereof, and may have until such letters, numbers time as the same is no longer required hereunder or other marks of identification and such legends or endorsements placed thereon as may be required to comply with under the rules of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such Securities and coupons, if any, as evidenced by their execution applicable requirements of the Securities and couponsAct or applicable state securities or "blue sky" laws, if any. If temporary Securities any certificate issued representing any Voting Shares held by each Shareholder or any Permitted Transferee (including all certificates issued in exchange thereof or in substitution therefor) shall bear the following legends: "THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THESE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE SECURITIES ACT."
(ii) The certificates representing the Voting Shares held by each Shareholder or any Permitted Transferee (including any certificate issued in exchange thereof or in substitution therefor) shall also bear any legend required under any applicable state securities or "blue sky" laws.
(iii) The Company may make a notation on its records or give instructions to any transfer agents or registrars for the Voting Shares in order to implement the restrictions on Transfer set forth in Article III.
(iv) In connection with any Transfer of any series are issued as permitted by Section 3.1Voting Shares, the form thereof also transferor shall provide the Company with such customary certificates, opinions and other documents as the Company may reasonably request to assure that such Transfer complies fully with applicable securities and other laws.
(v) The Company shall not incur any liability for any delay in recognizing any Transfer of Voting Shares if the Company in good faith reasonably believes that such Transfer may have been or would be established as provided in violation in any material respect of the preceding sentence. If provisions of the forms of Securities and couponsAct, if any, of any series are established byapplicable state securities or "blue sky" laws, or this Agreement.
(vi) After such time as the legend described in this Section 10.10(b) is no longer required on any certificate or certificates representing the Voting Shares held by action taken pursuant toany Shareholder, a Board Resolutionupon the request of such Shareholder, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and delivered will cause such certificate or certificates to the Trustee at be exchanged for a certificate or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of certificates that do not bear such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved boarders or may be produced in any other manner, all as determined by the officers executing such Securities and coupons, if any, as evidenced by their execution of such Securities and coupons, if anylegend.
Appears in 2 contracts
Samples: Shareholder Governance Agreement (Vivendi), Shareholder Governance Agreement (Seagram Co LTD)
Form of Securities. The (a) Except as otherwise provided pursuant to this Section 2.2, the Securities of each series and the coupons, if any, to be attached thereto shall be are issuable in fully registered form without coupons in substantially the form attached of Exhibit A hereto. The Securities are not issuable in bearer form. So long as the Securities are eligible for book-entry settlement with DTC, unless otherwise required by law or as specified below, all Securities will be represented by a Security in global form registered in the name of DTC or the nominee of DTC in substantially the form of Exhibit A hereto (each a “Global Security” and collectively the “Global Securities”), with applicable legends as Exhibit A-1 provided in Section 2.3 in the case of Restricted Securities. The terms and Exhibit A-2 or otherwise provisions contained in such the form as of Security shall be established by or pursuant to constitute, and are hereby expressly made, a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or endorsements placed thereon as may be required to comply with the rules any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or Depository therefor or as may, consistently herewith, be determined by the officers executing such Securities and coupons, if any, as evidenced by their execution of automated quotation system on which the Securities and couponsmay be listed or designated for issuance, if any. If temporary Securities of any series are issued as permitted by Section 3.1, the form thereof also or to conform to usage.
(b) Each Global Security shall be established as provided in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or duly executed by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons, if any, shall be certified by the Secretary or an Assistant Secretary of the Company and authenticated and delivered by the Trustee, and shall be registered in the name of DTC or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the Trustee at or prior to the delivery accounts of the Company Order contemplated by Section 3.3 for Agent Members holding the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attachedevidenced thereby. The definitive aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and couponsof DTC or its nominee, if any, shall be printed, lithographed or engraved on steel engraved boarders or as hereinafter provided.
(c) Definitive Securities may be produced exchanged for interests in any other manner, all as determined by the officers executing such Global Securities and coupons, if any, as evidenced by their execution of such Securities and coupons, if anypursuant to Section 2.8.
Appears in 1 contract
Samples: Indenture (Manor Care Inc)
Form of Securities. The Securities of each series and the coupons, if any, to be attached thereto shall be in substantially the form attached applicable forms set forth in Exhibit 1 to Appendix A hereto as or Exhibit A-1 and Exhibit A-2 or otherwise in such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case A hereto with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and Indenture. The Securities of each series may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depository Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and coupons, if anySecurities, as evidenced by their execution thereof. The Securities of each series shall be issued initially in the form of one or more permanent Global Securities in definitive, fully registered form without interest coupons in substantially the form set forth in Exhibit 1 to Appendix A hereto or Exhibit A hereto, as applicable, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.1, the form thereof also shall be established as provided registered in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy name of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including Depositary or a copy nominee of the approved form of Securities or couponsDepositary, if any, shall be certified duly executed by the Secretary or an Assistant Secretary of the Company and delivered to authenticated by the Trustee at or prior to the delivery as hereinafter provided. The aggregate principal amount of the Company Order contemplated Global Securities may from time to time be increased or decreased by Section 3.3 for adjustments made on the authentication records of the Trustee and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attachedthe Depositary or its nominee in the limited circumstances hereinafter provided. The definitive Securities and coupons, if any, of each series shall be typed, printed, lithographed or engraved on steel engraved boarders or may be produced in any other manner, all as determined by the officers executing such Securities and coupons, if anySecurities, as evidenced by their execution of such Securities. Provisions relating to the Initial Securities of each series and couponsthe Exchange Securities are set forth in Appendix A, if anywhich is hereby incorporated in and expressly made part of this Indenture. The terms of the Securities of each series set forth in Exhibit 1 to Appendix A and Exhibit A are part of the terms of this Indenture.
Appears in 1 contract
Samples: Indenture (Vintage Petroleum Inc)
Form of Securities. The Securities of each series and the coupons, if any, to be attached thereto shall be in substantially the form attached hereto as Exhibit A-1 and Exhibit A-2 or otherwise set forth in such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case this Article with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and Indenture. The Securities may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depository Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities and coupons, if anySecurities, as evidenced by their execution thereof. The Securities shall be issued initially in the form of one or more permanent Global Securities in definitive, fully registered form without interest coupons in substantially the form set forth in Sections 202 and 203 hereof, which shall be deposited on behalf of the purchasers of the Securities represented thereby with the Trustee, at its New York office, as custodian for the Depositary, and coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.1, the form thereof also shall be established as provided registered in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy name of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including Depositary or a copy nominee of the approved form of Securities or couponsDepositary, if any, shall be certified duly executed by the Secretary or an Assistant Secretary of the Company and delivered to authenticated by the Trustee at or prior to the delivery as hereinafter provided. The aggregate principal amount of the Company Order contemplated Global Securities may from time to time be increased or decreased by Section 3.3 for adjustments made on the authentication records of the Trustee and delivery of such Securitiesthe Depositary or its nominee in the limited circumstances hereinafter provided. Unless otherwise specified as contemplated by Section 3.1, Bearer The Securities shall have interest coupons attached. The definitive Securities and couponsbe typed, if any, shall be printed, lithographed or engraved on steel engraved boarders or may be produced in any other manner, all as determined by the officers executing such Securities and coupons, if anythe Securities, as evidenced by their execution of such Securities and couponsthe Securities. SECTION 202. Form of Face of Global Security. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, if any.AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. ..................................... [ ]% Senior Subordinated Note Due 2009 ...............................................
Appears in 1 contract
Samples: Indenture (Vintage Petroleum Inc)
Form of Securities. The Securities of each series and the coupons, if any, to Notes may be attached thereto shall be issued in substantially whole or in part in the form attached hereto as Exhibit A-1 and Exhibit A-2 or otherwise in such form as shall be established by or pursuant to a Board Resolution or in of one or more indentures supplemental heretoGlobal Securities in fully registered form in the name of a Depositary for Euroclear and Clearstream Banking, and the depositary arrangements shall be those employed by whoever shall be the Depositary with respect to the Notes from time to time. No Notes will be issued in bearer form. Each Global Security authenticated under this Sixteenth Supplemental Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of the Indenture. Notwithstanding any other provision in the Indenture or the Securities, no Global Security may be exchanged, in each case with such appropriate insertionswhole or in part, omissionsfor certificated Notes, substitutions and other variations as are required no transfer of a Global Security in whole or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as in part may be required to comply with registered in the rules name of any securities exchange Person other than the Depositary or Depository therefor a nominee thereof unless (A) the Depositary has notified the Company that it is unwilling or unable to discharge its responsibilities properly as mayDepositary for such Global Security and a successor Depositary has not been appointed within 90 days, consistently herewithor (B) the Depositary has ceased to be a clearing agency registered under the Exchange Act, or (C) there shall have occurred and be determined continuing an Event of Default with respect to such Notes or (D) the Company in its sole discretion determines that the Global Securities (in whole not in part) should be exchanged for certificated Notes and delivers a written notice to such effect to the Trustee. Any Global Security exchanged pursuant to Clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Security exchanged pursuant to Clause (C) or (D) above may be exchanged in whole or from time to time in part in the manner directed by the officers executing such Depositary or the Company, respectively. If any of these events occur, upon receipt of certificated Notes executed by the Company and a Company Order, the Trustee will authenticate the Notes in fully certificated registered form for delivery to holders of beneficial interests in the Global Securities and couponswill recognize the registered holders of the certificated Notes as Holders under the Indenture. Each time that the Company transfers or exchanges a new Note in certificated form for another Note in certificated form, and after the Transfer Agent receives a completed assignment form, the Company will make available for delivery the new definitive Note at, as the case may be, the offices of the Transfer Agent in New York City or at the main office of the Transfer Agent in Luxembourg. Alternatively, at the option of the person requesting the transfer or exchange, the Company will mail, at that person’s risk, the new definitive Note to the address of the person that is specified in the assignment form. In addition, if anythe Company issues Notes in certificated form, as evidenced by their execution then it will make payments of, interest on and any other amounts payable under the Notes to Holders in whose names Notes in certificated form, are registered at the close of business on the Securities and coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.1, the form thereof also shall be established as provided in the preceding sentencerecord date for these payments. If the forms Notes are issued in certificated form, the Company will make payments of Securities principal and any redemption payments against the surrender of these certificated Notes at the offices of the Paying Agent in New York City or, as long as the Notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, at the main office of the Paying Agent in Luxembourg. If the Company issues the Notes in certificated registered form, so long as the notes are listed on the Luxembourg Stock Exchange for trading on the Euro MTF market, the Company will maintain a paying agent and a transfer agent in Luxembourg. The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (which is expected to be d’Wort). The Company will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg if any change is made in the Paying Agent or the Transfer Agent in Luxembourg. Upon any exchange, the certificated Notes shall be issued in definitive, fully-registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Security or portion thereof to be so exchanged and shall be registered in such names and be in such denominations as the Depositary shall designate and shall bear any legends required by applicable law. Any Global Security to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Security Registrar. With regard to any Global Security to be exchanged in part, either such Global Security shall be so surrendered for exchange or, if anythe Trustee is acting as custodian for the Depositary or its nominee with respect to such Global Security, the principal thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of any series are established by, or by action taken pursuant to, a Board Resolution, a copy appropriate adjustment made on the records of the Board Resolution together with an appropriate record of Trustee. Upon any such action taken pursuant theretosurrender or adjustment, including a copy the Trustee shall authenticate and deliver the Security issuable on such exchange to or upon the order of the approved form of Securities or coupons, if any, shall be certified by the Secretary Depositary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attached. The definitive Securities and coupons, if any, shall be printed, lithographed or engraved on steel engraved boarders or may be produced in any other manner, all as determined by the officers executing such Securities and coupons, if any, as evidenced by their execution of such Securities and coupons, if anyauthorized representative thereof.
Appears in 1 contract
Form of Securities. The (a) Except as otherwise provided pursuant to this Section 2.2, the Securities of each series and the coupons, if any, to be attached thereto shall be are issuable in fully registered form without coupons in substantially the form attached hereto as of Exhibit A-1 and Exhibit A-2 or otherwise in such form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental A hereto, in each case with such appropriate insertions, omissions, substitutions and other variations applicable legends as are required or permitted by --------- provided for in Section 2.3. The Securities are not issuable in bearer form. The terms and provisions contained in the form of Security shall constitute, and are hereby expressly made, a part of this Indenture and to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Any of the Securities may have such letters, numbers or other marks of identification and such notations, legends and endorsements as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or endorsements placed thereon as may be required to comply with the rules any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or Depository therefor automated quotation system on which the Securities may be listed or as maydesignated for issuance, consistently herewith, be determined or to conform to usage.
(b) The Securities are being offered and sold by the officers executing such Company pursuant to the Purchase Agreement. Securities offered and couponssold (A) to QIBs in accordance with Rule 144A and (B) in reliance on Regulation S, if any, as evidenced by their execution of the Securities and coupons, if any. If temporary Securities of any series are issued as permitted by Section 3.1, the form thereof also shall be established each as provided in the preceding sentence. If the forms of Securities and coupons, if any, of any series are established by, or by action taken pursuant to, a Board Resolution, a copy of the Board Resolution together with an appropriate record of any such action taken pursuant thereto, including a copy of the approved form of Securities or coupons, if anyPurchase Agreement, shall be certified issued initially in the form of one or more permanent global Securities in fully registered form without interest coupons, substantially in the form of Exhibit A hereto, with the applicable legends as --------- provided in Section 2.3 (each a "Global Security" and collectively the "Global Securities"). Each Global Security shall be duly executed by the Secretary or an Assistant Secretary of the Company and authenticated and delivered by the Trustee, and shall be registered in the name of the Depositary or its nominee and retained by the Trustee, as Custodian, at its Corporate Trust Office, for credit to the Trustee at accounts of the Agent Members holding the Securities evidenced thereby (or prior in the case of Securities held for purchasers who acquired such Securities in accordance with Regulation S, registered with the Depositary for credit to the delivery accounts of the Company Order contemplated by Section 3.3 for Agent Members then holding such Securities on behalf of Euroclear or Clearstream, as the authentication and delivery of such Securities. Unless otherwise specified as contemplated by Section 3.1, Bearer Securities shall have interest coupons attachedcase may be). The definitive aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian, and couponsof the Depositary or its nominee, if any, shall be printed, lithographed as hereinafter provided.
(c) Physical Securities acquired by QIBs in accordance with Rule 144A or engraved in reliance on steel engraved boarders or Regulation S may be produced exchanged for interests in any other manner, all as determined by the officers executing such Global Securities and coupons, if any, as evidenced by their execution of such Securities and coupons, if any.pursuant to Section 2.9(b
Appears in 1 contract