Common use of Regulation S Global Note to Rule 144A Global Note Clause in Contracts

Regulation S Global Note to Rule 144A Global Note. If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this Section 2.6(b) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Registrar, of (A) an order given by DTC or its authorized representative directing that a beneficial interest in the Rule 144A Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from another specified Agent Member’s account and (B) if such transfer is to occur during (but only during) the Restricted Period, a Rule 144A Certificate (a “Rule 144A Certificate”), the form of which is set forth in Exhibit D hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing, then the Trustee, as Registrar, shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note by such specified principal amount as provided in this Section 2.6.

Appears in 3 contracts

Samples: Indenture (Acuity Brands Lighting, Inc.), Indenture (Expedia, Inc.), Indenture (Acuity Brands Inc)

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Regulation S Global Note to Rule 144A Global Note. If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a person Person who wishes to take delivery thereof acquire the same in the form of a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this Section 2.6(bclause (iii) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Registrar, of (A) an order given by the Participant directing DTC or its authorized representative directing that a beneficial interest in the Rule 144A Global Note in a specified principal amount be credited to a specified Agent MemberParticipant’s account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from another specified Agent MemberParticipant’s account and (B) if such transfer is to occur during (but only during) the Restricted Period, a Rule 144A Certificate (a “Rule 144A Certificate”), certificate in the form of which is set forth in Exhibit D B hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Regulation S Global Note or his its attorney duly authorized in writing, then the Trustee, as Registrar, shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note by such specified principal amount as provided in this Section 2.6amount.

Appears in 2 contracts

Samples: Indenture (Southwestern Energy Co), Indenture (Southwestern Energy Co)

Regulation S Global Note to Rule 144A Global Note. If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this Section 2.6(b) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Registrar, of (A) an order given by DTC or its authorized representative directing that a beneficial interest in the Rule 144A Global Note in a specified principal amount be credited to a specified Agent Member’s 's account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from another specified Agent Member’s 's account and (B) if such transfer is to occur during (but only during) the Restricted Period, a Rule 144A Certificate (a "Rule 144A Certificate"), the form of which is set forth in Exhibit D hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing, then the Trustee, as Registrar, shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note by such specified principal amount as provided in this Section 2.6.

Appears in 2 contracts

Samples: Indenture (Valspar Corp), Indenture (Dow Jones & Co Inc)

Regulation S Global Note to Rule 144A Global Note. If the owner of a beneficial interest in the a Regulation S Global Note wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the a Rule 144A Global NoteNote of such series, such transfer may be effected only in accordance with this Section 2.6(b) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Registrar, of (A) an order given by DTC or its authorized representative directing that a beneficial interest in the such Rule 144A Global Note in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the such Regulation S Global Note in an equal principal amount be debited from another specified Agent Member’s account and (B) if such transfer is to occur during (but only during) the Restricted Period, a Rule 144A Certificate (a “Rule 144A Certificate”), the form of which is set forth in Exhibit D Exhibits G and H hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the such Regulation S Global Note or his attorney duly authorized in writing, then the Trustee, as Registrar, shall reduce the principal amount of the such Regulation S Global Note and increase the principal amount of the such Rule 144A Global Note by such specified principal amount as provided in this Section 2.6.

Appears in 1 contract

Samples: Indenture (Reliance Steel & Aluminum Co)

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Regulation S Global Note to Rule 144A Global Note. If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest to a person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this Section 2.6(b) and subject to the Applicable Procedures. Upon receipt by the Trustee, as Registrar, of (A) an order given by DTC or its authorized representative directing that a beneficial interest in the Rule 144A Global Note in a specified principal amount be credited to a specified Agent Member’s 's account and that a beneficial interest in the Regulation S Global Note in an equal principal amount be debited from another specified Agent Member’s 's account and (B) if such transfer is to occur during (but only during) the Restricted Period, a Rule 144A Certificate (a “Rule 144A Certificate”), the form of which is set forth in Exhibit D hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Regulation S Global Note or his attorney duly authorized in writing, then the Trustee, as Registrar, shall reduce the principal amount of the Regulation S Global Note and increase the principal amount of the Rule 144A Global Note by such specified principal amount as provided in this Section 2.6.

Appears in 1 contract

Samples: Indenture (Tupperware Brands Corp)

Regulation S Global Note to Rule 144A Global Note. If the owner Holder of a beneficial interest in the Regulation S Global Note wishes at any time to transfer such interest Note in whole or in part to a person who wishes to take delivery thereof in the form Holder of a beneficial interest in the Rule 144A Global Note, such transfer may be effected only in accordance with this Clause (b)(ii) and Section 2.6(b305(c) and subject to the Applicable Procedures. Upon receipt by the TrusteeTrustee or the Paying Agent, as Note Registrar, of (A) an order in a form satisfactory to the Trustee or the Paying Agent given by DTC or its authorized representative directing that a beneficial interest in the Holders of the Regulation S Global Note and the Rule 144A Global Note in a specified directing that the principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the represented by such Regulation S Global Note in be reduced by a specified amount and that the principal amount represented by such Rule 144A Global Note be increased by an equal principal amount be debited from another specified Agent Member’s account and (B) if such transfer is to occur during (but only during) the Restricted Distribution Compliance Period, a Rule 144A Certificate (a “Rule 144A Restricted Notes Certificate”), the form of which is set forth in Exhibit D hereto, satisfactory to the Trustee or the Paying Agent and duly executed by the owner Holder of such beneficial interest in the Regulation S Global Note or his attorney in fact duly authorized in writing, then the TrusteeTrustee or the Paying Agent, as Note Registrar, shall reduce the principal amount of the such Regulation S Global Note and increase the principal amount of the such Rule 144A Global Note by such specified principal amount as provided in amount. If transfers under this Section 2.6305(b)(ii) occur after the Distribution Compliance Period, no Restricted Notes Certificates will be required.

Appears in 1 contract

Samples: Indenture (Ingenior M.O. Schoyens Bilcentraler As)

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