Global Note Certificates Clause Samples
The Global Note Certificates clause defines the use of a single, consolidated certificate to represent all or a portion of a debt issuance, rather than issuing individual certificates to each holder. In practice, this global certificate is typically held by a common depositary or custodian on behalf of multiple investors, and ownership interests are tracked through book-entry systems. This approach streamlines the administration of large bond issuances, reduces paperwork, and facilitates efficient trading and settlement by centralizing record-keeping and minimizing the risk of lost or stolen certificates.
Global Note Certificates. (a) The US Notes will be initially offered and sold pursuant to a Registration Statement filed with the SEC. Each class of the US Notes will be issued in fully registered global form and be initially represented by a US Global Note Certificate and which, in aggregate, will represent the aggregate Principal Amount Outstanding of the US Notes.
(b) The Reg S Notes will be initially offered and sold outside the United States to non-US persons pursuant to Reg S. Each class of the Reg S Notes will be issued in fully registered global form and be initially represented by a Reg S Global Note Certificate and which, in aggregate, will represent the aggregate Principal Amount Outstanding of the Reg S Notes.
(c) The Global Note Certificates shall be issued by the Current Issuer and (1) in the case of the Dollar Notes, the Dollar Global Note Certificates will be registered in the name of Cede & Co. as nominee for DTC, and be deposited with, the DTC Custodian and (2) in the case of the Euro Notes and the Sterling Notes, the Euro Global Note Certificates and the Sterling Global Note Certificates will be registered in the name of Citivic Nominees Limited as nominee for, and will be deposited with, the Common Depositary.
(d) Interests in the US Global Note Certificates and the Reg S Global Note Certificates shall be exchangeable, in accordance with their respective terms and as set out in Clause 3.3 (Individual Note Certificates) hereof, for Individual Note Certificates.
Global Note Certificates. The US Notes will be initially offered and sold pursuant to a Registration Statement filed with the SEC. Each class of the US Notes will be issued in fully registered global form and be initially represented by a Global Note Certificate and which, in aggregate, will represent the aggregate Principal Amount Outstanding of the US Notes. The Reg S Notes will be initially offered and sold outside the United States to non-US persons pursuant to Reg S. Each class of the Reg S Notes will be issued in fully registered global form and be initially represented by a Global Note Certificate and which, in aggregate, will represent the aggregate Principal Amount Outstanding of the Reg S Notes. Each Global Note Certificate shall be substantially in the respective forms set out in Schedule 1 (Forms of Global Note Certificates) to the Current Issuer Trust Deed. The Global Note Certificates shall be executed manually or in facsimile by an Authorised Signatory of the Current Issuer and authenticated manually by or on behalf of the Registrar on the Closing Date.
Global Note Certificates. Each Global Note Certificate shall:
3.1.1 be in substantially the form set out in the First Schedule of the Trust Deed in respect of the Class A Notes, in the Second Schedule of the Trust Deed in respect of the Class B Notes and in the Third Schedule of the Trust Deed in respect of the Class C Notes; and
3.1.2 be executed manually or in facsimile by or on behalf of the Issuer and authenticated manually by or on behalf of the Registrar upon receipt of written instruction from the Issuer.
Global Note Certificates. The Global Note Certificates shall be deposited with and registered in the name of Cede & Co., a nominee for a depository of the DTC.
Global Note Certificates. 3.1.1 The Notes shall on issue be represented by the Global Note Certificates. The Issuer shall on the date hereof deposit the Global Note Certificates with and register them in the name of a nominee for a common depositary of the Clearing Systems.
3.1.2 The Global Note Certificates shall be printed or typed in the form or substantially in the forms set out in the First Schedule, the Second Schedule and the Third Schedule.
3.1.3 The procedures as regards the exchange, authentication, delivery, surrender, cancellation, presentation, marking down of any of the Global Notes (or part thereof) and any other matters to be carried out by the relevant parties upon such exchange (in whole or part) shall be made in accordance with the provisions of the relevant terms of the Global Notes, the Paying Agency and Agent Bank Agreement and the rules and procedures of DTC, Clearstream, Luxembourg and Euroclear for the time being. The Global Notes shall be in the aggregate principal amount of up to $900,000,000 in respect of the Class A Global Note, $50,000,000 in respect of the Class B Global Note and $50,000,000 in respect of the Class C Global Note and each of the Global Notes Certificates shall be signed manually by a person duly authorised by the Issuer on behalf of the Issuer.
3.1.4 The Issuer shall procure that, prior to the issue and delivery of each Global Note Certificate, each Global Note Certificate will be authenticated by an authorised signatory on behalf of the Registrar and no Global Note Certificate shall be valid for any purpose unless and until so authenticated. Until it (or part thereof) has been exchanged pursuant to this Clause 3.1 or Clause 3.2 each Global Note Certificate shall be subject to the provisions of this Deed and the registered owner of the corresponding Note shall be the only person entitled to receive payments of principal and interest as set out therein.
Global Note Certificates unless one or more Master Global Note Certificates are to be used and the Relevant Issuer shall have provided such documents to the Registrar pursuant to Clause 3.2 (Master Global Notes), ensure that there is delivered to the Registrar an appropriate Global Note Certificate (in unauthenticated form but executed on behalf of the Relevant Issuer and otherwise complete) in relation to each relevant Tranche.
Global Note Certificates. Each Class or Sub-Class of Notes of each Series will be initially represented by (a) an SEC Registered Global Note Certificate, (b) a Regulation S Global Note Certificate or (c) a Rule 144A Global Note Certificate and a Regulation S Global Note Certificate. Interests in a Global Note Certificate shall be exchangeable, in accordance with its terms for Individual Note Certificates.
Global Note Certificates. (a) The Notes will be represented upon issue by one or more Global Note Certificates in fully registered form without interest coupons or principal receipts.
(b) Subject as provided below (a) Regulation S Notes shall be represented by a Regulation S Global Note Certificate and (b) Rule 144A Notes shall be represented by a Rule 144A Global Note Certificate. The Global Note Certificates shall be deposited with the DTC Custodian and registered in the name of Cede & Co. as nominee of DTC.
(c) Interests in each Global Note Certificate shall be exchangeable for Individual Note Certificates, in accordance with (i) their terms, (ii) the Agency Agreement and (iii) the rules and operating procedures for the time being of DTC.
Global Note Certificates. (a) The US Notes of any Series will be initially offered and sold pursuant to a Registration Statement filed with the SEC. Each Series and Class of US Notes will be issued in fully registered global form and be initially represented by a US Global Note Certificate and which, in aggregate, will represent the aggregate Principal Amount Outstanding of such US Notes.
(b) The Reg S Notes of any Series will be initially offered and sold outside the United States to non-US persons pursuant to Reg S. Each Series and Class Reg S Notes will be issued in fully registered global form and be initially represented by a Reg S Global Note Certificate and which, in aggregate, will represent the aggregate Principal Amount Outstanding of such Reg S Notes.
(c) The Global Note Certificates of any Series shall be issued by the Master Issuer and (1) in the case of the US Notes of such Series, the US Global Note Certificates will be registered in the name of [Cede & Co. as nominee for DTC, and be deposited with, the DTC Custodian] and (2) in the case of the Reg S Notes of such Series, the Reg S Global Note Certificates will be registered in the name of [Citivic Nominees Limited] as nominee for, and will be deposited with, the Common Depositary.
(d) Interests in the US Global Note Certificates and the Reg S Global Note Certificates of any Series shall be exchangeable, in accordance with their respective terms and as set out in Clause 3.3 (Individual Note Certificates) below, for Individual Note Certificates for such Series.
Global Note Certificates. 3.2.1 The Registered Notes will initially be represented by a Regulation S Global Note Certificate. Beneficial interests in the Euro Regulation S Global Registered Notes will be registered in the name of a nominee for and shall be deposited with the Common Safekeeper for and in respect of those interests held through Euroclear and Clearstream, Luxembourg. Beneficial interests in the Non Euro Regulation S Global Registered Notes will be registered in the name of a nominee for and shall be deposited with the Common Depository for and in respect of those interests held through Euroclear and Clearstream, Luxembourg in accordance with the provisions of the Dealership Agreement or to another appropriate depository in accordance with any other agreement between the Issuer and the relevant Dealer(s) and, in each case, the Agency Agreement.
3.2.2 Each Global Note Certificate, and each interest represented by a Global Note Certificate, shall be exchangeable and transferable only in accordance with, and subject to, Clause 3.3 (Restrictions on Transfer) the provisions of such Global Note Certificate, the Agency Agreement and the rules and operating procedures for the time being of Euroclear and Clearstream, Luxembourg (as the case may be). Interests in a Global Note Certificate shall be exchangeable, in accordance with and to the extent permitted by the terms of such Global Note Certificate, for Individual Note Certificates.