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Common use of Restricted Global Securities Clause in Contracts

Restricted Global Securities. All of the 2020 Debentures are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the 2020 Debentures represented thereby with the Trustee, at its Corporate Trust Office, as Security Custodian for the depositary, The Depository Trust Company ("DTC") (such depositary, or any successor thereto, being hereinafter referred to as the "Depositary"), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount of a Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures. Until sold pursuant to Rule 144, pursuant to an effective registration statement under the Securities Act or pursuant to any other available exemption (other than Rule 144A) from the registration requirements of the Securities Act, 2020 Debentures shall be deemed "Rule 144A Securities" for the purpose of Section 4.03(b) of the Indenture and entitled to the benefits thereof.

Appears in 1 contract

Samples: Supplemental Indenture (Global Marine Inc)

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Restricted Global Securities. All Each of the 2020 2012 Notes, the 2017 Notes and the 2037 Debentures are initially being offered and sold to qualified institutional buyers as defined in Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on Rule 144A under the Securities Act and or in offshore transactions in reliance on Regulation S under the Securities Act. Each series of Notes shall be issued initially in the form of one or more Restricted Global Securities, in fully registered form without interest coupons, which shall be deposited on behalf of the purchasers of the 2020 Debentures such Notes represented thereby with the Trustee, at its Corporate Trust Office, as Security Securities Custodian for the depositarydepository, The Depository Trust Company ("DTC") (such depositarydepository, or any successor thereto, being hereinafter referred to as the "Depositary"“Depository”), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. Notes initially offered and sold to QIBs in reliance on Rule 144A shall be issued in the form of one or more 144A Global Notes. Notes initially offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued in the form of one or more Regulation S Global Notes. Clearstream Banking, S.A. (“Clearstream Luxembourg”) and Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) may hold beneficial interests in the Regulation S Global Notes on behalf of their participants through their respective depositories. Beneficial interests in a Regulation S Global Note may also be held through organizations other than Clearstream Luxembourg and Euroclear that are participants in DTC. The aggregate Principal Amount of a each Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures. Until sold pursuant to Rule 144, pursuant to an effective registration statement under the Securities Act or pursuant to any other available exemption (other than Rule 144A) from the registration requirements of the Securities Act, 2020 Debentures shall be deemed "Rule 144A Securities" for the purpose of Section 4.03(b) of the Indenture and entitled to the benefits thereof.

Appears in 1 contract

Samples: First Supplemental Indenture (Time Warner Cable Inc.)

Restricted Global Securities. All of the 2020 Debentures 2014 Notes are initially being offered and sold to either (i) qualified institutional buyers as defined in Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on Rule 144A under the Securities Act Act, or (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act, and shall be issued initially in the form of one or more Notes in registered, global form without interest coupons, with a restrictive legend as set forth in Annex A hereto (collectively, the "Restricted Global Securities, which "). The Restricted Global Securities shall be deposited on behalf of the purchasers of the 2020 Debentures 2014 Notes represented thereby with the Trustee, at its Corporate Trust Office, as Security Securities Custodian for the depositary, The Depository Trust Company (the "DTC") (such depositary, or any successor thereto, being hereinafter referred to as the "Depositary"), and registered in the name of its nominee, Cede & Co., and, in the case of the 2014 Notes held in accordance with Regulation S, registered in the name of the Depositary or its nominees, in each case for credit to an account of a direct or indirect participant in the DTC (including, if applicable, Euroclear System or Clearstream Banking Luxembourg), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount principal amount of a Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures. Until sold pursuant Prior to Rule 144, pursuant to an effective registration statement under the Securities Act or pursuant to any other available exemption (other than Rule 144A) from the registration requirements expiration of the Restricted Period, beneficial interests in the Regulation S Restricted Global Security may only be held by non-U.S. persons, unless exchanged for interests in the Restricted Global Securities Act, 2020 Debentures shall be deemed "Rule 144A Securities" for the purpose of Section 4.03(b) of the Indenture in accordance with transfer and entitled to the benefits thereofcertification requirements.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Diamond Offshore Drilling Inc)

Restricted Global Securities. All of the 2020 2021 Debentures are initially being offered and sold to Credit Suisse First Boston Corporation ("CSFB"), as initial purchaser ("Initial Purchaser") pursuant to the Purchase Agreement, and offered and sold by CSFB to qualified institutional buyers as defined in Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on Rule 144A under the Securities Act and shall be issued initially in the form of one or more Restricted Global Securities, which shall be deposited on behalf of the purchasers of the 2020 2021 Debentures represented thereby with the Trustee, at its Corporate Trust Office, as Security Custodian for the depositary, The Depository Trust Company ("DTC") (such depositary, or any successor thereto, being hereinafter referred to as the "Depositary"), and registered in the name of its nominee, Cede & Co., duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount of a Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures. Until sold pursuant to Rule 144, pursuant to an effective registration statement under the Securities Act or pursuant to any other available exemption (other than Rule 144A) from the registration requirements of the Securities Act, 2020 Debentures shall be deemed "Rule 144A Securities" for the purpose Company agrees that if it is not subject to the requirements of Section 4.03(b13 or 15(d) of the Indenture Exchange Act, the Company shall furnish to all Holders of the Securities and entitled prospective purchasers of same, promptly upon their request, the information required to be delivered pursuant to Rule 144(d)(4) of the benefits thereofrules and regulations promulgated under the Securities Act.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (El Paso Corp/De)

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Restricted Global Securities. All of the 2020 Debentures 2015 Notes are initially being offered and sold to either (i) qualified institutional buyers as defined in Rule 144A (collectively, "QIBs" or individually a "QIB") in reliance on Rule 144A under the Securities Act Act, or (ii) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act, and shall be issued initially in the form of one or more Notes in registered, global form without interest coupons, with a restrictive legend as set forth in Annex A hereto (collectively, the "Restricted Global Securities, which "). The Restricted Global Securities shall be deposited on behalf of the purchasers of the 2020 Debentures 2015 Notes represented thereby with the Trustee, at its Corporate Trust Office, as Security Securities Custodian for the depositary, The Depository Trust Company (the "DTC") (such depositary, or any successor thereto, being hereinafter referred to as the "Depositary"), and registered in the name of its nominee, Cede & Co., and, in the case of the 2015 Notes held in accordance with Regulation S, registered in the name of the Depositary or its nominees, in each case for credit to an account of a direct or indirect participant in the DTC (including, if applicable, Euroclear System or Clearstream Banking Luxembourg), duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate Principal Amount principal amount of a Restricted Global Security may from time to time be increased or decreased by adjustments made on the records of the Security Securities Custodian as hereinafter provided, subject in each case to compliance with the Applicable Procedures. Until sold pursuant Prior to Rule 144, pursuant to an effective registration statement under the Securities Act or pursuant to any other available exemption (other than Rule 144A) from the registration requirements expiration of the Restricted Period, beneficial interests in the Regulation S Restricted Global Security may only be held by non-U.S. persons, unless exchanged for interests in the Restricted Global Securities Act, 2020 Debentures shall be deemed "Rule 144A Securities" for the purpose of Section 4.03(b) of the Indenture in accordance with transfer and entitled to the benefits thereofcertification requirements.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Diamond Offshore Drilling Inc)

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