Common use of Temporary Global Notes Clause in Contracts

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. (i) During the Restricted Period, beneficial ownership interests in Regulation S Temporary Global Notes may only be sold, pledged or transferred (A) to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for an interest in a Regulation S Permanent Global Note) or (C) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States; and beneficial interests in a 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicable). (ii) Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or the a nominee of the Common Depositary for the accounts of designated agents holding on behalf of Euroclear or and Clearstream, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided. . Following (i) During the termination of the applicable Restricted Period, beneficial ownership interests in Regulation S Temporary Global Notes may only be sold, pledged or transferred Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for an interest in a Regulation S Permanent Global Note) or (C) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws Issuer of any State non-United States beneficial ownership of 100% of the United States; and beneficial interests in a 144A Global Note may be transferred to a Person who takes delivery in the form aggregate principal amount of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicable). (ii) Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall be exchanged for take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the Issuer, the Trustee shall remove the Regulation S Temporary Global Note Legend from the Regulation S Temporary Global Note, following which temporary beneficial interests in a the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the applicable Notes Custodian and and, with respect to the Dollar Notes, registered in the name of the Depositary or its nominee, and, with respect to the nominee Euro Notes, registered in the name of the Common Depositary or its nominee for the accounts of designated agents holding on behalf of Euroclear or and Clearstream, in each case, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided. . Following (i) During the termination of the applicable Restricted Period, beneficial ownership interests in Regulation S Temporary Global Notes may only be sold, pledged or transferred Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for an interest in a Regulation S Permanent Global Note) or (C) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws Issuer of any State non-United States beneficial ownership of 100% of the United States; and beneficial interests in a 144A Global Note may be transferred to a Person who takes delivery in the form aggregate principal amount of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicable). (ii) Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall be exchanged for take delivery of a beneficial interests ownership interest in a Regulation S Permanent 144A Global Note upon delivery to DTC of bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global NoteIssuer, the Trustee shall cancel remove the corresponding Regulation S Temporary Global Note Legend from the Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a following which temporary beneficial interest interests in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof shall automatically become beneficial interests in the form of a Definitive Regulation S Permanent Global Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904Applicable Procedures.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall will be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian Trustee, at its New York office currently located at 100 Xxxxxxx Xxxxxx, New York, New York 10286, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers Company and authenticated by the Trustee as hereinafter provided.. The Restricted Period will be terminated upon the receipt by the Trustee of: (i1) During a written certificate from the Restricted PeriodDepositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership interests in of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes may only be sold, pledged or transferred Note (A) except to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for extent of any beneficial owners thereof who acquired an interest in a Regulation S Permanent Global Note) or (C) therein during the Restricted Period pursuant to an effective another exemption from registration statement under the Securities Act, in each case in accordance with any applicable securities laws Act and who will take delivery of any State of the United States; and a beneficial interests ownership interest in a 144A Global Note may be transferred to or an IAI Global Note bearing a Person who takes delivery in the form of an interest in a Regulation S Global NotePrivate Placement Legend, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicableall as contemplated by Section 2.06(b) hereof).; and (ii2) Within a reasonable period after expiration or an Officers’ Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in each the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in a the Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall will cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstreamapplicable Depositary, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided. . Following (i) During the termination of the applicable Restricted Period, Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuer of non-United States beneficial ownership interests in of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes may only be sold, pledged or transferred Note (A) except to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for extent of any beneficial owners thereof who acquired an interest in a Regulation S Permanent Global Note) or (C) therein during the Restricted Period pursuant to an effective another exemption from registration statement under the Securities Act, in each case in accordance with any applicable securities laws Act and who shall take delivery of any State of the United States; and a beneficial interests ownership interest in a 144A Global Note may be transferred to a Person who takes delivery in bearing the form of Private Placement Legend, all as contemplated by Section 2.06(b) hereof) and (B) an interest in a Officer’s Certificate from the Issuer, the Trustee shall remove the Regulation S Temporary Global Note Legend from the Regulation S Temporary Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicable). (ii) Within a reasonable period after expiration or termination of the Restricted Period, following which temporary beneficial interests in each the Regulation S Temporary Global Note shall be exchanged for automatically become beneficial interests in a the Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall will be issued initially in the form of the Regulation S Temporary Global Note, which shall . The Restricted Period will be deposited on behalf of terminated upon the purchasers of the Notes represented thereby with the Notes Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated receipt by the Trustee as hereinafter provided.of: (i1) During a written certificate from the Restricted PeriodDepositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership interests in of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes may only be sold, pledged or transferred Note (A) except to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for extent of any beneficial owners thereof who acquired an interest in a Regulation S Permanent Global Note) or (C) therein during the Restricted Period pursuant to an effective another exemption from registration statement under the Securities Act, in each case in accordance with any applicable securities laws Act and who will take delivery of any State of the United States; and a beneficial interests ownership interest in a 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicableall as contemplated by Section 2.06(b) hereof).; and (ii2) Within a reasonable period after expiration or an Officers’ Certificate from the Issuer. Following the termination of the Restricted Period, beneficial interests in each the Regulation S Temporary Global Note shall will be exchanged for beneficial interests in a the Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall will cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest interests therein as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian Custodian, at its New York office and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided. (i) During the Restricted Period, beneficial ownership interests in Regulation S Temporary Global Notes may only be sold, pledged or transferred (A) to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for an interest in a Regulation S Permanent Global Note) or (C) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States; and beneficial interests in a 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after . Following the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicable). (ii) Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a the Regulation S Permanent Global Note upon delivery to DTC the receipt by the Trustee of: (1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the certification aggregate principal amount of compliance the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by, and in accordance with, Section 2.06(b)); and (2) an Officer’s Certificate from the transfer Issuer. Any such exchange of applicable Notes pursuant beneficial interests in the Regulation S Temporary Global Note for beneficial interests in the Regulation S Permanent Global Note shall be subject to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Notes Custodian Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or ClearstreamDepositary, duly executed by the Issuers Issuer and authenticated by the Trustee as hereinafter provided.. The Restricted Period shall be terminated upon the receipt by the Trustee of: (i1) During a written certificate from the Restricted Period, Depositary certifying that it has received certification of non-United States beneficial ownership interests in of 100% of the aggregate principal amount of the Regulation S Temporary Global Notes may only be sold, pledged or transferred Note (A) except to the Issuers, (B) in an offshore transaction in accordance with Rule 904 (other than a transaction resulting in an exchange for extent of any beneficial owners thereof who acquired an interest in a Regulation S Permanent Global Note) or (C) therein during the Restricted Period pursuant to an effective another exemption from registration statement under the Securities Act, in each case in accordance with any applicable securities laws Act and who shall take delivery of any State of the United States; and a beneficial interests ownership interest in a 144A Global Note may be transferred to bearing a Person who takes delivery in the form of an interest in a Regulation S Global NotePrivate Placement Legend, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 or Rule 144 (if applicableall as contemplated by Section 2.06(b).); and (ii2) Within a reasonable period after expiration or an Officers’ Certificate from the Issuer. Following the termination of the Restricted Period, beneficial interests in each the Regulation S Temporary Global Note shall be exchanged for beneficial interests in a the Regulation S Permanent Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of the corresponding Regulation S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a the Regulation S Temporary Global Note and a the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (iii) Notwithstanding anything to the contrary in Section 2.06, a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (X) the expiration of the Restricted Period and (Y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B), except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.