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

Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding 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) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding 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 the 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 B-1 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 (D) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. Person, then the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

Appears in 13 contracts

Samples: Supplemental Indenture (Blue Owl Capital Corp), Supplemental Indenture (Blue Owl Technology Finance Corp.), Second Supplemental Indenture (Blue Owl Capital Corp)

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Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. PersonPerson and is a Qualified Purchaser) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Registrar of (Aa) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding 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 the Rule 144A Global Note to be exchanged or transferred, (Bb) 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, (Cc) a certificate in the form of Exhibit B-1 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 (Dd) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonPerson and is a Qualified Purchaser, then the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

Appears in 7 contracts

Samples: Indenture and Security Agreement (Blue Owl Credit Income Corp.), Indenture (Blue Owl Credit Income Corp.), Indenture and Security Agreement (Blue Owl Credit Income Corp.)

Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. PersonPerson and is a Qualified Purchaser) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding 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 the 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 B-1 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 (D) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonPerson and is a Qualified Purchaser, then the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

Appears in 7 contracts

Samples: Supplemental Indenture (Blue Owl Capital Corp), Indenture (MSD Investment Corp.), Supplemental Indenture (Blue Owl Technology Finance Corp.)

Rule 144A Global Note to Regulation S Global Note. If a holder If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with DTC the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in the corresponding a 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) mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of DTCApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the Registrar Trustee of (A1) instructions given in accordance with DTC’s procedures the Applicable Procedures from an Agent Member a Participant directing the Registrar Trustee to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes, Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, (B2) a written order given in accordance with DTC’s procedures the Applicable Procedures containing information regarding the participant Participant account of DTC the Depositary and the Euroclear or Clearstream Cedel account to be credited with such increase, and (C3) a certificate in the form of Exhibit B-1 attached hereto given by the holder owner 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 Notes and pursuant to and in accordance with Rule 903 or the transferee, as applicable, is not a U.S. Person, and (D) a written certification in the form Rule 904 of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonRegulation S, then the Registrar Trustee, as Registrar, shall approve instruct the instructions at DTC Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions instructions, a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Appears in 6 contracts

Samples: Indenture (Albecca Inc), Indenture (Jitney Jungle Stores of America Inc /Mi/), Indenture (Diamond Brands Operating Corp)

Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. Personperson and is acquiring such interest in an offshore transaction) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding 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 Regulation S Global Note, but not less than the Minimum Denomination minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the 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 B-1 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. Personperson, and in an offshore transaction pursuant to and in accordance with Regulation S, and (D) a written certification in the form of Exhibit B-3 B5 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a non-U.S. Personperson 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 the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

Appears in 5 contracts

Samples: Indenture (CM Finance Inc), Indenture (CM Finance Inc), Indenture (CM Finance Inc)

Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is a Qualified Purchaser that is not a U.S. Personperson) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Notes Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Notes Registrar to credit or cause request to be credited a beneficial interest in the corresponding 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 the 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 B-1 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 a Qualified Purchaser that is not a U.S. Personperson and is purchasing such beneficial interest in reliance on Regulation S, and (D) a written certification in the form of Exhibit B-3 B-7 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Purchaser that is not a U.S. Personperson and is purchasing such beneficial interest outside the United States in reliance on Regulation S, then the Notes Registrar shall approve confirm the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause request to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

Appears in 3 contracts

Samples: Indenture (HPS Corporate Lending Fund), Indenture (HPS Corporate Lending Fund), Indenture and Security Agreement (Nuveen Churchill Direct Lending Corp.)

Rule 144A Global Note to Regulation S Global Note. If a holder If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with DTC the Depository (or the Note Custodian) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person person who wishes is required or permitted to take delivery thereof in the form of an interest in the corresponding a 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) mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of DTCApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the Registrar Trustee of (A1) instructions given in accordance with DTC’s procedures the Applicable Procedures from an Agent Member directing the Registrar Trustee to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes, Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, (B2) a written order given in accordance with DTC’s procedures the Applicable Procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account Depository to be credited with such increase, increase and (C3) a certificate in the form of Exhibit B-1 attached hereto given by the holder owner 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 Notes and pursuant to and in accordance with Rule 903 or the transferee, as applicable, is not a U.S. Person, and (D) a written certification in the form Rule 904 of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonRegulation S, then the Registrar Trustee, as Registrar, shall approve instruct the instructions at DTC Depository to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, and to credit or cause to be credited to the securities account of the Agent Member person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Appears in 2 contracts

Samples: Indenture (Station Casinos Inc), Indenture (Station Casinos Inc)

Rule 144A Global Note to Regulation S Global Note. If a holder an owner of a beneficial interest in a Rule 144A Global Note deposited with DTC the Depositary or the Trustee as Custodian for the Depositary wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person person who wishes is to take delivery thereof in the form of an interest in the corresponding a 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) mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of DTCApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Regulation S Global NoteNote as provided in this Section 2.6(a)(ii). Upon receipt by the Registrar Trustee of (A1) instructions given in accordance with DTC’s procedures the Applicable Procedures from an Agent Member directing the Registrar Trustee, as Registrar, to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes, Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, (B2) a written order given in accordance with DTC’s procedures the Applicable Procedures containing information regarding the participant account of DTC the Depositary and the Euroclear or Clearstream Cedel account to be credited with such increase, amount and (C3) a certificate in the form of Exhibit B-1 B attached hereto given by the holder owner of such beneficial interest stating as provided therein and to the effect that the exchange or transfer of such interest has been is being made in compliance with the transfer restrictions applicable to thereto under the Global Notes, including that the holder or the transferee, as applicable, is not a U.S. Person, Note evidencing such interest and (D) a written certification pursuant to and in the form accordance with Rule 904 of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonRegulation S, then the Registrar Trustee, as Registrar, shall approve instruct the instructions at DTC Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, and to credit or cause to be credited to the securities account of the Agent Member person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global NoteNote and to debit or cause to be debited from the account of the person making such transfer the beneficial interest in the Rule 144A Global Note that is being transferred.

Appears in 1 contract

Samples: Indenture (P Com Inc)

Rule 144A Global Note to Regulation S Global Note. If a holder the owner of a beneficial interest (an “Owner Transferor”) in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its transfer such beneficial interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person (an “Owner Transferee”) who wishes to take delivery thereof in the form of an a beneficial interest in the corresponding a 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) maytransfer may be effected, subject to the immediately succeeding sentence and Applicable Procedures, only in accordance with the provisions of this paragraph (e). “Applicable Procedures” means, with respect to any transfer of a beneficial interest in a Global Note, the rules and procedures of DTC, exchange Euroclear and Clearstream to the extent the same are applicable to such transfer and shall be complied with by any Holder or transfer, or cause the exchange or transfer of, such interest for an equivalent any party which has a beneficial interest in the corresponding Regulation S a Global Note; provided, however, the Fiscal Agent shall not be responsible for determining any compliance with such rules and procedures. Upon receipt by the Registrar Fiscal Agent of (A1) written instructions given in accordance with DTC’s procedures the Applicable Procedures from an Agent Member a Participant whose account is to be debited (a “Participant Transferor”) with respect to the Rule 144A Global Note directing the Registrar Fiscal Agent to credit or cause to be credited to a specified account of another Participant (a “Participant Transferee”) a beneficial interest in the corresponding 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 the 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 B-1 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 (D) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. Person, then the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate in a principal amount equal to that of the beneficial interest in the Rule 144A Global Note to be exchanged so transferred (the “Rule 144A Global Transferred Amount”), (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Participant Transferee to be credited with, and the account of the Participant Transferor to be debited for, the Rule 144A Global Transferred Amount and (3) a certificate in substantially the form set forth in Exhibit B hereto given by the Owner Transferor stating that the transfer has been made pursuant to and in accordance with Rule 903 or transferredRule 904 of Regulation S under the Securities Act, the Fiscal Agent shall instruct Euroclear or Clearstream, as applicable, to reduce the principal amount of the Rule 144A Global Note, and to increase the principal amount of the Regulation S Global Note, by the Rule 144A Global Transferred Amount, and to credit or cause to be credited to the securities account of the Agent Member specified in such instructions Participant Transferee a beneficial interest in the corresponding Regulation S Global Note equal Note, and to debit or cause to be debited to the reduction account of the Participant Transferor a beneficial interest in the principal amount of the Rule 144A Global Note, in each case having a principal amount equal to the Rule 000X Xxxxxx Xxxxxxxxxxx Xxxxxx.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Takeda Pharmaceutical Co LTD)

Rule 144A Global Note to Regulation S Global Note. If a holder If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with DTC the Depository (or the Note Custodian) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person person who wishes is required or permitted to take delivery thereof in the form of an interest in the corresponding a 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) mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of DTCApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the Registrar Trustee of (A1) instructions given in accordance with DTC’s procedures the Applicable Procedures from an Agent Member directing the Registrar Trustee to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes, Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, (B2) a written order given in accordance with DTC’s procedures the Applicable Procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account Depository to be credited with such increase, increase and (C3) a certificate in the form of Exhibit B-1 attached hereto given by the holder owner 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 Notes and pursuant to and in accordance with Rule 903 or the transferee, as applicable, is not a U.S. Person, and (D) a written certification in the form Rule 904 of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonRegulation S, then the Registrar Trustee, as Registrar, shall approve instruct the instructions at DTC Depository to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, and to credit or cause to be credited to the securities account of the Agent Member person specified in such such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Appears in 1 contract

Samples: Indenture (Station Casinos Inc)

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Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. PersonQualified Purchaser outside the United States) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the 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 B-1 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. PersonQualified Purchaser outside the United States and is purchasing such beneficial interest in reliance on Regulation S, and (D) a written certification in the form of Exhibit B-3 B-7 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonQualified Purchaser outside the United States and is purchasing such beneficial interest in reliance on Regulation S, then the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

Appears in 1 contract

Samples: Indenture (NewStar Financial, Inc.)

Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global NoteNote for such Series of Notes, or to transfer its interest in such Rule 144A Global Note to a Person transferee who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder (holder, provided that such holder or, in the case of a transfer, the transferee such transferee, is a QP and is not a U.S. Person) Person may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, transfer or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding such Regulation S Global Note; provided that the remaining beneficial interest in such Rule 144A Global Note held by such holder shall either equal zero or meet the Authorized Minimum Denominations. Upon receipt by the Registrar Indenture Trustee, as Note Registrar, and the Co-Issuers of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar Indenture Trustee to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes, Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, but not less than the Authorized Minimum Denominations applicable to Notes held through Regulation S Global Notes, (B) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and, in the case of a transfer or exchange pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase, increase and (C) a certificate in the form of Exhibit B-1 B attached hereto hereto, given by the holder of such beneficial interest (in the case of an exchange) or the transferee of such beneficial interest (in the case of a transfer) 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 in accordance with Rule 903 or the transferee, as applicable, is not a U.S. Person904 of Regulation S, and (D) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonQP, then the Registrar Indenture Trustee, as Note Registrar, shall approve the instructions at instruct DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note. A U.S. Person may not hold an interest in a Regulation S Global Note at any time.

Appears in 1 contract

Samples: Base Indenture (Ihop Corp)

Rule 144A Global Note to Regulation S Global Note. If a holder If, at any time, an owner of a beneficial interest in a Rule 144A Global Note deposited with DTC the Depositary (or the Trustee as custodian for the Depositary) wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes is required or permitted to take delivery thereof in the form of an interest in the corresponding a 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) mayowner shall, subject to the immediately succeeding sentence and the rules and procedures of DTCApplicable Procedures, exchange or transfer, or cause the exchange or transfer of, of such interest for an equivalent beneficial interest in the corresponding a Regulation S Global NoteNote as provided in this Section 2.06(a)(i). Upon receipt by the Registrar Trustee of (A1) instructions given in accordance with DTC’s procedures the Applicable Procedures from an Agent Member directing the Registrar Trustee to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes, Note in an amount equal to the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, (B2) a written order given in accordance with DTC’s procedures the Applicable Procedures containing information regarding the participant account of DTC and the Euroclear or Clearstream account Depositary to be credited with such increase, increase and (C3) a certificate in the form of Exhibit B-1 attached hereto given by the holder owner 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 Notes and pursuant to and in accordance with Rule 903 or the transferee, as applicable, is not a U.S. Person, and (D) a written certification in the form Rule 904 of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. PersonRegulation S, then the Registrar Trustee, as Registrar, shall approve instruct the instructions at DTC Depositary to reduce or cause to be reduced the aggregate principal amount at maturity of the applicable Rule 144A Global Note and to increase or cause to be increased the aggregate principal amount at maturity of the applicable Regulation S Global Note by the aggregate principal amount at maturity of the beneficial interest in the Rule 144A Global Note to be exchanged or transferredexchanged, and to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the aggregate principal amount at maturity of the Rule 144A Global Note, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Note that is being exchanged or transferred.

Appears in 1 contract

Samples: Indenture (Imperial Credit Industries Inc)

Rule 144A Global Note to Regulation S Global Note. If During the Distribution Compliance Period. If, during the Distribution Compliance Period, a holder Beneficial Owner of a beneficial an interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an a beneficial interest in the corresponding a Regulation S Global Note, such holder (provided that such holder orBeneficial Owner may, in the case of a transfer, the transferee is not a U.S. Person) may, subject addition to the immediately succeeding sentence and the complying with all applicable rules and procedures of DTCthe Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the "Applicable Procedures"), exchange or transfer, transfer or cause the exchange or transfer of, of such beneficial interest for an equivalent beneficial interest in the corresponding Regulation S Global NoteNote only upon compliance with the provisions of this subsection 4.02(j)(i). Upon receipt by the Note Registrar at its Corporate Trust Office of (A1) written instructions given in accordance with DTC’s procedures the Applicable Procedures from an Agent Member a Depository Participant directing the Note Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination applicable to such holder’s Notes, Note in an amount equal to the beneficial interest in the 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 B-1 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 (D) a written certification in the form of Exhibit B-3 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is not a U.S. Person, then the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount denomination of the beneficial interest in the Rule 144A Global Note to be exchanged transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit E hereto given by the Beneficial Owner that is transferring such interest, the Note Registrar shall instruct the Depository to reduce the denomination of the Rule 144A Global Note by the denomination of the beneficial interest in the Rule 144A Global Note to be so transferred and, concurrently with such reduction, to increase the denomination of the Regulation S Global Note by the denomination of the beneficial interest in the Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the securities account of the Agent Member Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the corresponding Regulation S Global Note having a denomination equal to the reduction in amount by which the principal amount denomination of the Rule 144A Global NoteNote was reduced upon such transfer.

Appears in 1 contract

Samples: Indenture (Capitalsource Inc)

Rule 144A Global Note to Regulation S Global Note. If a holder of a beneficial interest in a Rule 144A Global Note deposited with DTC wishes at any time to exchange its interest in such Rule 144A Global Note for an interest in the corresponding Regulation S Global Note, or to transfer its interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of an interest in the corresponding Regulation S Global Note, such holder (provided that such holder or, in the case of a transfer, the transferee is not a U.S. PersonQualified Purchaser outside the United States) may, subject to the immediately succeeding sentence and the rules and procedures of DTC, exchange or transfer, or cause the exchange or transfer of, such interest for an equivalent beneficial interest in the corresponding Regulation S Global Note. Upon receipt by the Registrar of (A) instructions given in accordance with DTC’s procedures from an Agent Member directing the Registrar to credit or cause to be credited a beneficial interest in the corresponding Regulation S Global Note, but not less than the Minimum Denomination minimum denomination applicable to such holder’s Notes, in an amount equal to the beneficial interest in the 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 B-1 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 a Qualified Purchaser that is not a U.S. Personperson” (as defined in Regulation S) and is purchasing such beneficial interest outside the United States in reliance on Regulation S, and (D) a written certification in the form of Exhibit B-3 B-7 attached hereto given by the transferee in respect of such beneficial interest stating, among other things, that such transferee is a Qualified Purchaser that is not a U.S. Personperson” (as defined in Regulation S) and is purchasing such beneficial interest outside the United States in reliance on Regulation S, then the Registrar shall approve the instructions at DTC to reduce the principal amount of the Rule 144A Global Note and to increase the principal amount of the Regulation S Global Note by the aggregate principal amount of the beneficial interest in the Rule 144A Global Note to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Agent Member specified in such instructions a beneficial interest in the corresponding Regulation S Global Note equal to the reduction in the principal amount of the Rule 144A Global Note.

Appears in 1 contract

Samples: Indenture (NewStar Financial, Inc.)

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