Regulation S Global Security. Not applicable.
Regulation S Global Security. Securities offered and sold in reliance on Regulation S under the Securities Act shall initially be represented by one or more Regulation S Global Securities, which shall be deposited with the Trustee as custodian for, and registered in the name of a nominee of, DTC for the accounts of Euroclear and Clearstream (as indirect participants in DTC).
Regulation S Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Regulation S Global Security except until and upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
Regulation S Global Security. 12 corporation................................4
Regulation S Global Security. 33 (iii)
Regulation S Global Security. (CUSIP No. -----------)]. In connection with such request and in respect of such Securities, the Transferor does hereby certify that: [if such request is made for transfer to the Regulation S Global Security: such transfer has been effected pursuant to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor does hereby further certify that:
Regulation S Global Security. If the holder of a U.S. Physical Security wishes ---------------------------- at any time to transfer such holder's U.S. Physical Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Security or the Restricted Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 3.07(c). Upon receipt by the Trustee of (1) instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Global Security or Restricted Global Security, as the case may be, in a principal amount equal to that of the U.S. Physical Securities to be so transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the participant account of the Depositary (and the Euroclear or Clearstream account, as applicable) to be credited with such beneficial interest and (3) a certificate in substantially the form set forth in Exhibit D, given by the holder of such U.S. Physical Security, the Trustee, as Security Registrar, shall instruct the Depositary to increase the principal amount of the Regulation S Global Security or the Restricted Global Security, as the case may be, by the principal amount of the U.S. Physical Security to be so transferred, and to cancel or cause to be canceled such U.S. Physical Security.
Regulation S Global Security. 33 Reorganization................................................... 33
Regulation S Global Security. If the owner of a beneficial interest in the Rule 144A Global Security or Institutional Accredited Investors Global Security wishes at any time to transfer such interest to a Person who wishes to acquire the same in the form of a beneficial interest in the Regulation S Global Security, such transfer may be effected only in accordance with the provisions of this paragraph (i) and the Applicable Procedures. Upon receipt by the Trustee, as Security Registrar, of (a) an order given by the Depositary or its authorized representative directing that a beneficial interest in the Regulation S Global Security in a specified principal amount be credited to a specified Agent Member’s account and that a beneficial interest in the Rule 144A Global Security or Institutional Accredited Investors Global Security, as applicable, in an equal principal amount be debited from another specified Agent Member’s account and (b) a Regulation S Certificate in the form of Exhibit A hereto, satisfactory to the Trustee and duly executed by the owner of such beneficial interest in the Rule 144A Global Security or Institutional Accredited Investors Global Security, as applicable, or his attorney duly authorized in writing, then the Trustee, as Security Registrar but subject to paragraph (iv) below, shall reduce the principal amount of the Rule 144A Global Security or Institutional Accredited Investors Global Security, as applicable, and increase the principal amount of the Regulation S Global Security by such specified principal amount.
Regulation S Global Security. The 2007 Notes offered and sold in offshore transactions in reliance on Regulation S shall be issued initially in the form of a Temporary Regulation S Global Note registered in the name of a nominee of Euroclear and/or Clearstream, as applicable, deposited on behalf of the purchasers of the 2007 Notes represented thereby with Depositaries, and duly executed by the Company and authenticated by the Trustee as hereinafter provided. After the Restricted Period, one or more Permanent Regulation S Global Notes, duly executed by the Company and authenticated by the Trustee as hereinafter provided, shall be deposited with the Depositaries. Prior to the expiration of the Restricted Period, beneficial interests in a Temporary Regulation S Global Note may be exchanged for beneficial interests in a 144A Global Note only if the transferor first delivers to the Trustee a Transfer Certificate to the effect that:
(1) the transfer of the Temporary Regulation S Global Note is being made in accordance with Rule 144A; and
(2) the Temporary Regulation S Global Note is being transferred to a person:
(A) whom the transferor reasonably believes to be a QIB within the meaning of Rule 144A purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A; and
(B) in accordance with all applicable securities laws of the states of the United States.
