Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount of Securities then Outstanding from time to time endorsed thereon and that the aggregate amount of Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 3 contracts
Samples: Indenture (Northstar Realty Finance Corp.), Indenture (Northstar Realty Finance Corp.), Indenture (Northstar Realty)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend Legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend Legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases purchases, redemptions, or redemptions conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary 2.12 and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 3 contracts
Samples: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary 2.12 hereof and shall be made on the records of the Trustee and the Depositary. Upon effectiveness of a shelf registration statement pursuant to the Registration Rights Agreement, the Obligors shall issue, and the Trustee shall authenticate, a Global Security with respect to each series of Securities in the form of Exhibit A-1 or A-2 hereof, as applicable, which Global Securities shall not bear the Legend. Upon any sale of a beneficial interest in a Restricted Global Security pursuant to such registration statement and delivery of appropriate evidence thereof to the Trustee or any sale or transfer of a beneficial interest in connection with which the Legend may be removed in accordance with this Indenture, the Trustee shall increase the principal amount of the unrestricted Global Security by the amount of such sale (or, as permitted by this Indenture, issue an unrestricted Certificated Security) and likewise reduce the principal amount of the Restricted Global Security. Members of, or participants in, the Depositary (“Agent Members”"AGENT MEMBERS") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsObligors, the Trustee and any agent of the Issuer, the Guarantors Obligors or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1A) prevent the Issuer, the GuarantorsObligors, the Trustee or any agent of the Issuer, the Guarantors Obligors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 2 contracts
Samples: Indenture (Valeant Pharmaceuticals International, Inc.), Indenture (Valeant Pharmaceuticals International)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal and interest and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 2 contracts
Samples: Indenture (Regis Corp), Indenture (Regis Corp)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 2 contracts
Samples: Indenture (Mylan Laboratories Inc), Indenture (Mylan Bertek Pharmaceuticals Inc.)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such principal amount of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacementspurchases, exchangesconversions, purchases transfers or redemptions of such Securitiesexchanges permitted hereby. Any adjustment endorsement of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of Securities then Outstanding Security represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with such manner and upon instructions given by the Holder thereof as required by Section 2.14 or otherwise of such Security in accordance with this Indenture. Payment of principal, accrued and unpaid interest, and Additional Interest, if any, and premium, if any (including any Fundamental Change Repurchase Price), on the customary procedures of the Depositary and Global Security shall be made to the holder of such Security on the records date of payment, unless a record date or other means of determining holders eligible to receive payment is provided for herein. The terms and provisions contained in the Trustee form of Security attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the DepositaryTrustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Security Registrar shall be entitled to conclusively rely and shall be fully protected in conclusively relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Security Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal and interest and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Security Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 2 contracts
Samples: Indenture (Jakks Pacific Inc), Indenture (Jakks Pacific Inc)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsGuarantor, the Trustee and any agent of the Issuer, the Guarantors Guarantor or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsGuarantor, the Trustee or any agent of the Issuer, the Guarantors Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract
Samples: Indenture (Northstar Realty)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. None of the Trustee, the Paying Agent or any Registrar shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in a Global Security shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and each Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and each Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or any Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract
Samples: Indenture (Mylan Inc.)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the Securities then Outstanding 2015 Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Securities then Outstanding 2015 Notes from time to time endorsed thereon and that the aggregate principal amount of Securities then Outstanding 2015 Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases exchanges or redemptions of such Securities2015 Notes. Any adjustment of the aggregate principal amount endorsement of a Global Security to reflect the amount of any increase or decrease in the principal amount of Securities then Outstanding 2015 Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise Securities Custodian in accordance with the customary standing instructions and procedures of existing between the Depositary and shall be made on the records of the Trustee and the DepositarySecurities Custodian. Members Neither any members of, or participants in, the Depositary (“"Agent Members”") nor any other Persons on whose behalf Agent Members may act shall have no rights under this Indenture with respect to any Global Security held on their behalf by in the name of the Depositary or any nominee thereof, or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1A) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2B) impair, as between the Depositary and Depositary, its Agent MembersMembers and any other Person on whose behalf an Agent Member may act, the operation of customary practices governing the exercise of the rights of a Holder of any Security2015 Notes.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Diamond Offshore Drilling Inc)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the Securities then Outstanding outstanding 2020 Debentures as shall be specified therein and each shall provide that it shall represent the aggregate amount of Securities then Outstanding 2020 Debentures from time to time endorsed thereon and that the aggregate amount of Securities then Outstanding 2020 Debentures represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacementsexchanges, exchangesredemptions, purchases or redemptions conversions of such Securities2020 Debentures. Any adjustment of the aggregate principal amount endorsement of a Global Security to reflect the amount of any increase or decrease in the amount Principal Amount of Securities then Outstanding 2020 Debentures represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise Security Custodian in accordance with the customary standing instructions and procedures of existing between the Depositary and shall be made on the records of the Trustee and the DepositarySecurity Custodian. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1A) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security2020 Debenture. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Security Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for such Securities to be tradeable on any market developed for trading of securities pursuant to Rule 144A or Regulation S or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject.
Appears in 1 contract
Samples: Second Supplemental Indenture (Weatherford International Inc /New/)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate principal amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Security, an Agent Member or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Agent Member, with respect to any ownership interest in the Securities or with respect to the delivery to any Agent Member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Securities and this Indenture shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered Holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal and interest and the giving of instructions or directions by or to the owner or Holder of a beneficial ownership interest in such Global Security) as the sole Holder of such Global Security and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any Agent Member or between or among the Depositary, any such Agent Member and/or any Holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract
Samples: Indenture (BGC Partners, Inc.)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the Securities then Outstanding outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate amount of Securities then Outstanding outstanding Notes from time to time endorsed thereon and that the aggregate amount of Securities then Outstanding outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases exchanges or redemptions of such SecuritiesNotes. Any adjustment of the aggregate principal amount endorsement of a Global Security to reflect the amount of any increase or decrease in the principal amount of Securities then Outstanding the Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise Security Custodian in accordance with the customary standing instructions and procedures of existing between the Depositary and shall be made on the records of the Trustee and the DepositarySecurity Custodian. Members of, or participants in, the Depositary (“"Agent Members”") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1A) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2B) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any SecurityNote. Any Global Security may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Security Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for such Securities to be tradable on any market developed for trading of securities pursuant to Rule 144A or Regulation S or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject.
Appears in 1 contract
Samples: Third Supplemental Indenture (Weatherford International Inc /New/)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary 2.12 and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors Issuer or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract
Global Securities in General. (a) The Securities issued are being offered and sold by the Partnership to "qualified institutional buyers" (as defined in global form Rule 144A) in reliance on Rule 144A, and shall be substantially issued in the form of one or more permanent Global Securities in definitive, fully registered form, without interest coupons, with the Global Securities Legend and Restricted Securities Legend as set forth in Exhibit A attached hereto hereto.
(including the b) Any Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially deposited on behalf of the purchasers of the Securities represented thereby with the Trustee at its Corporate Trust Office, as custodian for the Depositary, and registered in the form name of Exhibit A attached hereto the Depositary or a nominee of the Depositary for the accounts of participants in the Depositary (but without and, in the Global Security legend thereon case of Securities held in accordance with Regulation S, registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")), duly executed by the Partnership and without authenticated by the “Schedule of Exchanges of Securities” attached thereto). Trustee as hereinafter provided.
(c) Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount Principal Amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the thereon. The aggregate amount Principal Amount of Securities then Outstanding represented thereby a Global Security may from time to time be reduced increased or increased, decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as appropriate, to reflect replacements, exchanges, purchases or redemptions of such Securitieshereinafter provided. Any adjustment of the aggregate principal amount Principal Amount of a Global Security to reflect the amount of any increase or decrease in the amount Principal Amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary 2.15 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract
Global Securities in General. (a) The Securities issued are being offered and sold by the Company (i) outside the United States to Non-U.S. persons in global form reliance on Regulation S or (ii) to "qualified institutional buyers" (as defined in Rule 144A) in reliance on Rule 144A, and shall be substantially issued in the form of one or more permanent Global Securities in definitive, fully registered form, without interest coupons, with the Global Securities Legend and Restricted Securities Legend as set forth in Exhibit A attached hereto hereto.
(including the b) Any Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially deposited on behalf of the purchasers of the Securities represented thereby with the Trustee at its Corporate Trust Office, as custodian for the Depositary, and registered in the form name of Exhibit A attached hereto the Depositary or a nominee of the Depositary for the accounts of participants in the Depositary (but without and, in the Global Security legend thereon case of Securities held in accordance with Regulation S, registered in the name of the Depositary or a nominee of the Depositary for the accounts of designated agents holding on behalf of the Euroclear System ("Euroclear") or Clearstream Banking, societe anonyme ("Clearstream")), duly executed by the Company and without authenticated by the “Schedule of Exchanges of Securities” attached thereto). Trustee as hereinafter provided.
(c) Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount Principal Amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the thereon. The aggregate amount Principal Amount of Securities then Outstanding represented thereby a Global Security may from time to time be reduced increased or increased, decreased by adjustments made on the records of the Trustee and the Depositary or its nominee as appropriate, to reflect replacements, exchanges, purchases or redemptions of such Securitieshereinafter provided. Any adjustment of the aggregate principal amount Principal Amount of a Global Security to reflect the amount of any increase or decrease in the amount Principal Amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary 2.15 hereof and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases or redemptions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the Guarantors, the Trustee and any agent of the Issuer, the Guarantors or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the Guarantors, the Trustee or any agent of the Issuer, the Guarantors or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract
Samples: Indenture (Northstar Realty)
Global Securities in General. The Securities issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Security legend thereon and the “Schedule of Exchanges of Securities” attached thereto). The Securities issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Security legend thereon and without the “Schedule of Exchanges of Securities” attached thereto). Each Global Security shall represent such of the outstanding Securities then Outstanding as shall be specified therein and each shall provide that it shall represent the aggregate amount of outstanding Securities then Outstanding from time to time endorsed thereon and that the aggregate amount of outstanding Securities then Outstanding represented thereby may from time to time be reduced or increased, as appropriate, to reflect replacements, exchanges, purchases purchases, redemptions, or redemptions conversions of such Securities. Any adjustment of the aggregate principal amount of a Global Security to reflect the amount of any increase or decrease in the amount of outstanding Securities then Outstanding represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 2.14 or otherwise in accordance with the customary procedures of the Depositary 2.12 and shall be made on the records of the Trustee and the Depositary. Members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or under the Global Security, and the Depositary (including, for this purpose, its nominee) may be treated by the Issuer, the GuarantorsCompany, the Trustee and any agent of the Issuer, the Guarantors Company or the Trustee as the absolute owner and Holder of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (1) prevent the Issuer, the GuarantorsCompany, the Trustee or any agent of the Issuer, the Guarantors Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or (2) impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.
Appears in 1 contract