Regulation S Global Note Sample Clauses
The Regulation S Global Note clause defines the terms and conditions under which a global note, issued in compliance with Regulation S of the U.S. Securities Act, is created and maintained. This clause typically specifies that the note will be held by a common depositary for a clearing system, such as Euroclear or Clearstream, and will represent the interests of non-U.S. investors who purchase securities in offshore transactions. Its core practical function is to facilitate the efficient issuance and transfer of securities to international investors while ensuring compliance with U.S. securities regulations regarding offshore offerings.
Regulation S Global Note. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes bearing the legends set forth on Exhibit B hereto under the headings “Form of Global Note Legend” and “Form of Restricted Security Legend.”
Regulation S Global Note. (i) Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.
(ii) During the Restricted Period, beneficial ownership interests in Regulation S Global Notes may only be sold, pledged or transferred (A) to the Issuer, (B) in an offshore transaction in accordance with Rule 904 of Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Note) or (C) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States; and beneficial interests in a 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).
(iii) The aggregate principal amount of a Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.
Regulation S Global Note. The Issuer hereby certifies that the person whose name is entered in the Register is the registered holder of the aggregate Nominal Amount of of a duly authorised issue of Notes of the Issuer (the “Notes”) of the Specified Currency and Specified
Regulation S Global Note. The Class A Notes sold to Persons who are not U.S. persons in offshore transactions in reliance on Regulation S shall be issued initially in the form of one permanent global note, in definitive, fully registered form without interest coupons, substantially in the applicable form attached as Exhibit A1 hereto (the Class A Regulation S Global Note), and shall be deposited on behalf of the subscribers for such Class A Notes represented thereby with the Bank as custodian for, and registered in the name of a nominee of, DTC for the respective accounts of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.
Regulation S Global Note. 2003 Convertible Notes initially ------------------------ offered and sold to persons outside the United States in reliance on Regulation S under the Securities Act shall be issued in the form of a permanent global note in definitive fully registered form without interest coupons, substantially in the form of Exhibit B hereto (the --------- "Regulation S Global Note"). The Regulation S Global Note shall be ------------------------- deposited on behalf of the purchasers of the 2003 Convertible Notes represented thereby with the custodian for DTC, and registered in the name of a nominee of DTC, duly executed by the Company and authenticated by the Trustee as provided herein, for credit to their respective accounts (or to such other accounts as they may direct) at Euroclear or Cedel. The aggregate principal amount at maturity of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the Security Register and the records of the custodian for DTC, DTC or its nominee, as the case may be, as herein provided.
Regulation S Global Note. Each Global Note shall also bear a legend in substantially the following form (the “Regulation S Legend”):
Regulation S Global Note. Notes of a series to be issued and sold in transactions outside the United States in reliance on Regulation S shall be issued in the form of one or more Global Notes in fully registered form without interest coupons (the “Regulation S Global Notes”), with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or its nominee, duly executed by the Company and authenticated by the Trustee in the manner set forth in Section 3.3 hereof. Until the expiration of the Distribution Compliance Period, interest in such Regulation S Global Note may only be held by the Agent Members of Euroclear and Clearstream, Luxembourg, unless transfer and delivery is made in the form of an interest in the Restricted Global Note (as defined below) in accordance with the requirements set forth in Section 3.6(b)(ii). The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary or its nominee, as the case may be, as hereinafter provided.
Regulation S Global Note. If a holder of a beneficial interest in a Class A-2 Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Class A-2 Rule 144A Global Note for an interest in the corresponding Class A-2 Regulation S Global Note, or to transfer its interest in such Class A-2 Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Class A-2 Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. person and is acquiring such interest in an offshore transaction) may, subject to the immediately succeeding sentence
Regulation S Global Note. Collectively, the Class A-1 Regulation S Global Note and the Class A-2 Regulation S Global Note. Regulation U: Regulation U (12 C.F.R. 221) issued by the Board of Governors of the Federal Reserve System.
Regulation S Global Note. Blue Owl Credit Income Corp. (the Issuer) hereby certifies that [[Cede & Co](1)[ ](2) is, at the date hereof, entered in the Register as the holder]/[the person whose name is entered in the Register is the registered holder](3) of the aggregate nominal amount of [ ] of a duly authorised issue of Notes (the Notes) described, and having the provisions specified, in Part A of the attached Pricing Supplement (the Pricing Supplement)]. References in this Global Note to the Conditions shall be to the Terms and Conditions of the Notes set out in Schedule 2 to the Agency Agreement (as defined below) as completed by the information set out in the Pricing Supplement which may modify and supplement such Terms and Conditions, but in the event of any conflict between the provisions of (i) that Schedule or (ii) this Global Note and the information set out in the Pricing Supplement, the Pricing Supplement will prevail. Words and expressions defined or set out in the Conditions and/or the Pricing Supplement shall have the same meaning when used in this Global Note. This Global Note is issued subject to, and with the benefit of, the Conditions and an Agency Agreement (the Agency Agreement which expression shall be construed as a reference to that agreement as the same may be amended, supplemented, novated or restated from time to time) dated 4 April 2025 and made between the Issuer, Deutsche Bank Trust Company Americas (the Registrar) and the other Agents named in it. Subject to and in accordance with the Conditions, the registered holder of this Global Note is entitled to receive on the Maturity Date and/or on such earlier date(s) as all or any of the Notes represented by this Global Note may become due and repayable in accordance with the Conditions, the amount payable under the Conditions in respect of the Notes represented by this Global Note on each such date and to pay interest (if any) on the nominal amount of the Notes from time to time represented by this Global Note calculated and payable as provided in the Conditions together with any other sums payable under the Conditions, all in accordance with the Conditions. The nominal amount of the Notes held by the registered holder hereof shall be the aggregate nominal amount stated in the Pricing Supplement or, if lower, the nominal amount most recently entered in the Register. On any redemption or payment of interest being made in respect of, or purchase and cancellation of, any of the Notes represented by this Global...