Include in Rule 144A Note Clause Samples
The "Include in Rule 144A Note" clause specifies that certain provisions or terms must be incorporated into a note issued under Rule 144A of the U.S. Securities Act. In practice, this means that when a company issues debt securities to qualified institutional buyers under Rule 144A, the note will explicitly contain these required terms, such as transfer restrictions or disclosure obligations. This clause ensures that the note complies with regulatory requirements and facilitates the resale of the securities within the Rule 144A framework, thereby providing legal certainty and marketability for the securities.
Include in Rule 144A Note. 2 Include in Regulation S Note. By: To be executed by an executive officer 5Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. If you wish to have all f this Note purchased by the Company pursuant to Section 4.14 or Section 4.13 of the Indenture, check the box: o If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.14 or Section 4.13 of the Indenture, state the amount (in original principal amount) below: Date:____________ Your Signature:__________________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:1_____________________________ 1Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The following transfers and exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: Date of transfer orExchange Amount of decreasein principal amountof this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee 1For Global Notes THE BANK OF NEW YORK MELLON TRUST (JAPAN), LTD. THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of __________, ____, among CCL FINANCE LIMITED, a company incorporated with limited liability in the Cayman Islands (the “Company”), [Additional Guarantor(s)] (each an “Undersigned”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee, Registrar, Paying Agent and Transfer Agent (the “Trustee”), THE BANK OF NEW YORK MELLON TRUST (JAPAN), LTD., as Principal Paying Agent, and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Luxembourg Paying and Transfer Agent.