Special Transfer Procedures if Notes are Held in Definitive Form Sample Clauses

Special Transfer Procedures if Notes are Held in Definitive Form. Subject to Section 2.07(d) below and to the extent the Notes are held in definitive form pursuant to Section 3.05 of the Base Indenture, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the Company shall deliver an Automatic Transfer Notice (as amended to reflect that the Notes are no longer in global form or held through DTC) to the Trustee (and, if different, the Dated Subordinated Debt Security Registrar in respect of the Notes) and to the Pre-Transfer Holders in accordance with the timetables described in Section 2.07(a) above. On the Business Day on which such notice is received by the Trustee or on the Business Day immediately following such receipt, the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, shall cease to register any attempted transfer of any Notes held in definitive form by a Pre-Transfer Holder. On the sixth (6th) Business Day following receipt of the Automatic Transfer Notice by the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, the Automatic Transfer shall occur, any Notes held in definitive form by Pre-Transfer Holders shall be deemed to have been surrendered for transfer to the Parent (or another entity within the Group), and the Company shall execute a new definitive Note. Upon delivery to the Trustee of such new definitive Note executed by the Company, a Company Order requesting the authentication thereof and an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of the Indenture and that the conditions precedent under the provisions of the Indenture to the authentication and delivery of the new definitive Note and the issuance thereof to the Parent (or another entity within the Group) have been satisfied, such new definitive Note shall be authenticated and registered in the name of the Parent (or another entity within the Group). For the avoidance of doubt, effective upon, and following, the occurrence of the Automatic Transfer, Pre-Transfer Holders shall not have any rights against the Company with respect to repayment of the principal amount of the Notes that has not become due or the payment of interest on the Notes for any period from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Transfer. By its acquisition of the Notes, each Pre-Transfer Holder shall b...
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Related to Special Transfer Procedures if Notes are Held in Definitive Form

  • Issuance of Unrestricted Global Notes If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

  • Form and Dating; Global Notes (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law.

  • Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Securities shall be transferred or exchanged only for Definitive Securities.

  • Transfer and Exchange of Beneficial Interests in Global Notes for Definitive Notes A beneficial interest in a Global Note may not be exchanged for a Definitive Note except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Note may not be transferred to a Person who takes delivery thereof in the form of a Definitive Note except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Notes shall be transferred or exchanged only for Definitive Notes.

  • Unrestricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes An Unrestricted Definitive Note cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Note.

  • Transfer Restricted Definitive Notes to Beneficial Interests in Transfer Restricted Global Notes If any holder of a Transfer Restricted Definitive Note proposes to exchange such Transfer Restricted Definitive Note for a beneficial interest in a Transfer Restricted Global Note or to transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

  • Transfer Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes A holder of a Transfer Restricted Definitive Note may exchange such Transfer Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Transfer Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if the Registrar receives the following:

  • Transfer and Exchange of Definitive Notes for Beneficial Interests in Global Notes Transfers and exchanges of Definitive Notes for beneficial interests in the Global Notes also shall require compliance with either subparagraph (i), (ii) or (iii) below, as applicable:

  • Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if:

  • Form, Dating and Denominations; Legends (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Note annexed as Exhibit A constitute and are hereby expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable only in denominations of $1,000 in principal amount and any integral multiple thereof.

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