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 Depositary and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authenticating Agent as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 4 contracts

Samples: Indenture (Cano Health, Inc.), Indenture (Healthcare Royalty, Inc.), Indenture (Organon & Co.)

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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 Trustee, as Custodian for the Depositary and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authenticating Agent as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 4 contracts

Samples: Supplemental Indenture (Dycom Industries Inc), Indenture (Harsco Corp), Indenture (Catalent, Inc.)

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 Common Depositary and registered in the name of the Common Depositary or the nominee of the Common Depositary for the accounts of the designated agents holding on behalf of Euroclear and Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authenticating Agent as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Common Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 3 contracts

Samples: Indenture (Organon & Co.), Indenture (Catalent, Inc.), Indenture (Catalent, Inc.)

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 Holders of the Notes represented thereby with the Trustee, as Custodian for the Depositary and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and Clearstream, duly executed by the Issuer Issuers and authenticated by the Trustee or its Authenticating Agent as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable to the Issuer Issuers that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 3 contracts

Samples: Indenture (Peabody Energy Corp), Transaction Support Agreement (Peabody Energy Corp), Indenture (Peabody Energy Corp)

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 Depositary Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and or Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authenticating Agent as hereinafter provided. Following the termination of the Restricted Period, upon the receipt by the Trustee of an Officer’s Certificate from the Company, beneficial interests in the Regulation S Temporary Global Note may shall be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable pursuant to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject toApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the registration requirements of Trustee shall cancel the Securities ActRegulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 2 contracts

Samples: Indenture (Petco Holdings Inc), Indenture (Petco Holdings Inc)

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Temporary Global Notes. Initial 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 Depositary Custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and or Clearstream, duly executed by the Issuer Company and authenticated by the Trustee or its Authenticating Agent agent as hereinafter provided. Following Upon the termination expiration of the Restricted Period, beneficial interests in the each Regulation S Temporary Global Note may shall be exchanged for beneficial interests in the a Regulation S Permanent Global Note upon certification in a form reasonably acceptable pursuant to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests Applicable Procedures. Simultaneously with the authentication of a Regulation S Permanent Global Note as hereinafter provided, the Trustee at the request of the Company pursuant to another exemption from, or in transactions not subject to, an Officers’ Certificate shall cancel the registration requirements of the Securities Actcorresponding Regulation S Temporary Global Note. The aggregate principal amount of the a Regulation S Temporary Global Note and the a Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 2 contracts

Samples: Geo Group Inc, Geo Group Inc

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 Depositary Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and or Clearstream, duly executed by the Issuer and authenticated by the Trustee or its Authenticating Agent as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of a written certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may shall be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable pursuant to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption fromApplicable Procedures, or in transactions not subject toSimultaneously with the authentication of the Regulation S Permanent Global Note, the registration requirements of Trustee shall cancel the Securities ActRegulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 1 contract

Samples: Indenture (SeaWorld Entertainment, Inc.)

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 Depositary Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated agents holding on behalf of Euroclear and or Clearstream, duly executed by the Issuer Issuers and authenticated by the Trustee or its Authenticating Agent as hereinafter provided. The Restricted Period will be terminated upon the receipt by the Trustee of written notice thereof from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note may will be exchanged for beneficial interests in the Regulation S Permanent Global Note upon certification in a form reasonably acceptable pursuant to the Issuer that those interests are owned by (i) non-U.S. Persons or (ii) U.S. Persons who acquired those interests pursuant to another exemption from, or in transactions not subject toApplicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note, the registration requirements of Trustee will cancel the Securities ActRegulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

Appears in 1 contract

Samples: Indenture (Black Elk Energy Finance Corp.)

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