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 (a 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. UNRESTRICTED GLOBAL NOTE. The Notes are to be sold in offshore transactions in reliance on Regulation S ("REGULATION S") under the United States Securities Act of 1933, as amended (the "SECURITIES ACT"), and shall be issued in the form of a permanent global Note (which may be subdivided) in definitive, fully registered form without interest coupons, substantially in the form of Exhibit B hereto, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with the Fiscal Agent, as custodian for The Bank of New York Depository (Nominees) Limited, or registered assigns, as the common depositary for Euroclear Bank S.A./N.V. ("EUROCLEAR") and for Clearstream Banking, SOCIETE ANONYME ("CLEARSTREAM") with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provisions of this Agreement (the "COMMON DEPOSITARY"), and which shall be duly executed by the Company and authenticated by the Fiscal Agent in the manner set forth in Section 3 hereof, for credit on the date of issuance of the Notes (the "CLOSING DATE") to such subscribers' respective accounts (or to such other account as they may direct) at Euroclear and Clearstream. On or prior to the 40th day after the later of the commencement of the offering and the Closing Date (the "RESTRICTED PERIOD"), beneficial interests in such global note may be held only by the agent members of Euroclear and Clearstream. Until such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the "REGULATION S GLOBAL NOTE." After such time as the Restricted Period shall have expired, such global Note shall be referred to herein as the "UNRESTRICTED GLOBAL NOTE." After such time as the Restricted Period shall have expired, beneficial interests in the Unrestricted Global Note may be held through organizations or persons other than those that have accounts with Euroclear and Clearstream. The aggregate principal amount of the Regulation S Global Note and the Unrestricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Fiscal Agent, as custodian for the Common Depositary as hereinafter provided.
Regulation S Global Note. The Class A-1 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. 13, 18 Reserve Account...........................................................13, 39 Reserve Account Transfer Date.................................................13
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. Upon receipt by the Class A Note Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Class A Note Registrar to credit or cause to be credited a beneficial interest in the corresponding Class A-1 Regulation S Global Note, but not less than the minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in a Class A-1 Rule 144A Global Note to be exchanged or transferred, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account to be credited with such increase, (C) a certificate in the form of Exhibit B1 attached hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Notes, including that the holder or the transferee, as applicable, is not a U.S. person, and in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a written certification in the form of Exhibit B5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a non-U.S. person purchasing such beneficial interest in an offshore transaction pursuant to Regulation S, then the Class A Note Registrar shall approve the instructions at DTC to reduce the principal amount of such Class A-1 Rule 144A Global Note and to increase the principal amount of the Class A-1 Regulation S Global Note by the aggregate principal amount of the beneficial interest in such Class A-1 Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the corresponding Class A-1 Regulation S Global Note equal to the reduction in the principal amount of such Class A-1 Rule 144A Global Note.
