Common use of Restrictions on Transfer of a Definitive Clause in Contracts

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A) to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 3 contracts

Samples: Indenture (Telecorp PCS Inc), Indenture (Telecorp Tritel Holding Co), Indenture (Tritel Finance Inc)

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Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A1) to a QIB in accordance with Rule 144A, (B2) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C3) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 3 contracts

Samples: Indenture (Commercial Aggregates Transportation & Sales LLC), Indenture (Kansas City Southern Industries Inc), Indenture (Advance Auto Parts Inc)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial --------------------------- -------------------------------------- Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a ------------- --------------- beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A) to a QIB in accordance with Rule 144A, or (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Supplemental Indenture (Ace LTD)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial Interest in a Global Security. A Definitive Security may not be ----------------------------------------- ---------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument appropriate instruments of transfer transfer, in form reasonably satisfactory to the Company and the RegistrarTrustee, together with: (i) certification (if such Definitive Security is a Transfer Restricted Security, certification, substantially in the form set forth on the reverse side of the Initial Security) , that such Definitive Security is being transferred (A) to a QIB "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A, (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 144A under the Securities Act; and (ii) whether or not such Definitive Security is a Transfer Restricted Security, written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment endorsement on its books and records with respect to such the Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceledaccordingly. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, authenticate a new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Indenture (Doskocil Manufacturing Co Inc)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial ------------------------------------------------------------------ Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a ----------------------------- beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument appropriate instruments of transfer in form reasonably satisfactory to the Company and the Registrar or Co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing, together with: (i) certification (if such Definitive Security is a Transfer Restricted Security, certification, substantially in the form set forth on the reverse side of the Initial Security) , that such Definitive Security is being transferred (Ax) to a QIB "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A, (B) to an IAI that has furnished to 144A under the Trustee a signed letter substantially in the form of Exhibit D Securities Act or (Cy) outside the United States in an offshore transaction within the meaning of accordance with Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) whether or not such Definitive Security is a Transfer Restricted Security, written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment endorsement on its books and records with respect to such the Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the applicable Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, ; then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the appropriate Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceledaccordingly. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4outstanding, the Company shall issue and the Trustee shall authenticateTrustee, upon written receipt of the authentication order of the Company in the form of an Officers' Certificate, a shall authenticate an appropriate new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Indenture (Data Processing Resources Corp)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument appropriate instruments of transfer transfer, in form reasonably satisfactory to the Company and the RegistrarTrustee, together with: (i) certification (certification, in the form set forth on the reverse side of the Initial Security) , that such Definitive Security is being transferred (A) to a QIB Qualified Institutional Buyer in accordance with Rule 144A, (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian Registrar to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount Principal Amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary Depository and the Securities CustodianRegistrar, the aggregate principal amount Principal Amount of Securities represented by the Global Security to be increased by the aggregate principal amount Principal Amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount Principal Amount of the Definitive Security so canceledcancelled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4Outstanding, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amountPrincipal Amount.

Appears in 1 contract

Samples: Indenture (Xerox Corp)

Restrictions on Transfer of a Definitive. Security Warrant for a ------------------------------------------------------- Beneficial Interest -------------------------------------------------------------------------- in a Global SecurityWarrant. A Definitive Security Warrant may not be ----------------------------------------- exchanged for a beneficial ------------------- interest in a Global Security Warrant except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Warrant Agent of a Definitive SecurityWarrant, duly endorsed or accompanied by a written instrument appropriate instruments of transfer transfer, in form reasonably satisfactory to the Company and the RegistrarWarrant Agent, together with: (iA) certification (if such Definitive Warrant constitutes a Restricted Warrant, certification, substantially in the form set forth on the reverse side of the Initial Security) Exhibit B hereto, that such Definitive Security Warrant is being transferred (A) to a QIB in accordance with Rule 144A, (B) 144A under the Securities Act or pursuant to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (iiB) written instructions directing the Trustee Warrant Agent to make, or to direct the Securities Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the Global Security Warrant to reflect an increase in the aggregate principal amount of the Securities Warrants represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increaseWarrant, then the Trustee Warrant Agent shall cancel such Definitive Security Warrant and cause, or direct the Securities Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities CustodianWarrant Agent, the aggregate principal amount number of Securities Warrant Shares represented by the Global Security Warrant to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceledaccordingly. If no Global Securities are Warrant is then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4outstanding, the Company shall issue and the Trustee Warrant Agent shall authenticate, upon written order of the Company in the form of an Officers' Certificate, countersign a new Global Security Warrant in the appropriate principal amount.

Appears in 1 contract

Samples: Warrant Agreement (Samsonite Corp/Fl)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial Interest in a Global Security. A Definitive Security may not be ----------------------------------------- ---------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being exchanged for a Global Security by or transferred (A) to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Indenture (Ace LTD)

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Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial Interest in a Global Security. A Definitive Security may not be ----------------------------------------- ---------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company Company, Sub Co-Issuer and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A1) to a QIB in accordance with Rule 144A, (B2) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C3) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company and Sub Co-Issuer shall issue and the Trustee shall authenticate, upon written order of the Company and Sub Co-Issuer in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Indenture (Armkel LLC)

Restrictions on Transfer of a Definitive. Security Warrant for a ------------------------------------------------------- Beneficial ----------------------------------------------------------------- Interest in a Global SecurityWarrant. A Definitive Security Warrant may not be ----------------------------------------- exchanged transferred for a ---------------------------- beneficial interest in a Global Security Warrant except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee Warrant Agent of a Definitive SecurityWarrant, duly endorsed or accompanied by a written instrument appropriate instruments of transfer transfer, in form reasonably satisfactory to the Company and the RegistrarWarrant Agent, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A) to a QIB in accordance with Rule 144Acertification, (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or B --------- hereto, that such Definitive Warrant is being transferred to a "qualified institutional buyer" (Cas defined in Rule 144A promulgated under the Securities Act) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance accordance with Rule 904 144A promulgated under the Securities Act; and (iiB) written instructions directing the Trustee Warrant Agent to make, or to direct the Securities Custodian Depositary to make, an adjustment endorsement on its books and records with respect to such the Global Security Warrant to reflect an increase in the aggregate principal amount of the Securities Warrants represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increaseWarrant, then the Trustee Warrant Agent shall cancel such Definitive Security Warrant and cause, or direct the Securities Custodian Depositary to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities CustodianWarrant Agent, the aggregate principal amount number of Securities Warrants represented by the Global Security Warrant to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceledaccordingly. If no Global Securities are Warrant is then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4outstanding, the Company shall issue and the Trustee Warrant Agent shall authenticate, upon written order of the Company in the form of an Officers' Certificate, authenticate a new Global Security Warrant in the appropriate principal amount.

Appears in 1 contract

Samples: Warrant Agreement (Call Points Inc)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial ------------------------------------------------------------------ Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a ----------------------------- beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Securities Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A) to a QIB in accordance with Rule 144A, or (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.42.11 of the Indenture, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Supplemental Indenture (Consol Energy Inc)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial ------------------------------------------------------------------ Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a ----------------------------- beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A) to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Indenture (Wki Holding Co Inc)

Restrictions on Transfer of a Definitive. Security for a ------------------------------------------------------- Beneficial Interest in a Global Security. A Definitive Security may not be ----------------------------------------- exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive Security, duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, together with: (i) certification (in the form set forth on the reverse side of the Initial Security) that such Definitive Security is being transferred (A) to a QIB in accordance with Rule 144A, (B) to an IAI that has furnished to the Trustee a signed letter substantially in the form of Exhibit D or (C) outside the United States in an offshore transaction within the meaning of Regulation S and in compliance with Rule 904 under the Securities Act; and (ii) written instructions directing the Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, such instructions to contain information regarding the Depositary account to be credited with such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding and the Global Security has not been previously exchanged for certificated securities pursuant to Section 2.4, the Company shall issue and the Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

Appears in 1 contract

Samples: Indenture (Wki Holding Co Inc)

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