Transfer and Exchange of Book. Entry Interests in a Restricted Global Note for Book-Entry Interests in an Unrestricted Global Note. A Book-Entry Interest in any Restricted Global Note may be exchanged by any holder thereof for a Book-Entry Interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following: (i) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to exchange such Book-Entry Interest for a Book-Entry Interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (ii) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to transfer such Book-Entry Interest to a Person who shall take delivery thereof in the form of a Book-Entry Interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case, if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer is effected at a time when an Unrestricted Global Note has not yet been issued, the Issuer 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 aggregate principal amount of Book-Entry Interests transferred pursuant to this Section 2.06(b)(4). Book-Entry Interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Book-Entry Interest in a Restricted Global Note.
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Samples: Indenture (Nord Anglia Education, Inc.), Indenture (Nord Anglia Education, Inc.)
Transfer and Exchange of Book. Entry Interests between Global Notes. In all cases, transfers of Book-Entry Interests between Global Notes shall require compliance with subparagraph (i) below, as well as one or more of the other following subparagraphs, as applicable:
(i) General Provisions Applicable to Transfers and Exchanges of Book-Entry Interests between Global Notes. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferee takes delivery thereof in the form of a Book-Entry Interest in the same Global Note or transfers or exchanges resulting in the delivery of one or more Definitive Notes), the transferor of such Book-Entry Interest must deliver to the Principal Paying Agent (1) a written and/or electronic order from a Participant or an indirect participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit or cause to be debited a Book-Entry Interest in a Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged, (2) a written and/or electronic order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged and (3) written and/or electronic instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase. The requirements of this Section 2.07(b)(i) shall be deemed to have been satisfied in connection with any exchange offer for Notes outstanding under this Supplemental Indenture and the Indenture upon receipt by the Principal Paying Agent of instructions contained in a letter of transmittal delivered by any Holder tendering Book-Entry Interests in a Restricted Global Note in such exchange offer.
(ii) Transfer of Book-Entry Interests in a Restricted Global Note to Another Restricted Global Note. A Book-Entry Interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in a different Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(i) above and the Principal Paying Agent receives the following:
(A) if the transferee will take delivery in the form of a Book-Entry Interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit D hereto, including the certifications in item (1) or (3) thereof, together, in the case of (3), such additional documentation as may be required by the Trustee and the Company pursuant to the penultimate sentence of the Private Placement Legend, and
(B) if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit D hereto, including the certifications in item (2) thereof. Upon satisfaction of the conditions set forth in this Section 2.07(b)(ii), the Principal Paying Agent shall (i) instruct the relevant Depositary to deliver the relevant Global Note(s) to it, (ii) endorse the Schedule to the relevant Global Note(s) to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable transfer, and (iii) thereafter, return the Global Notes to the relevant Depositary, together with all information regarding the Participant accounts to be credited and debited in connection with such transfer.
(iii) Transfer and Exchange of Book-Entry Interests in a Restricted Global Note for Book-Entry Interests in an Unrestricted Global Note. A Book-Entry Interest in any Restricted Global Note may be exchanged by any holder thereof for a Book-Entry Interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in an Unrestricted Unre- stricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(22.07(b)(i) above and such transfer is effected pursuant to an effective registration statement under the Registrar receives Securities Act and in compliance with the following:
(i) if prospectus delivery requirements of the holder of such Book-Entry Interest in a Restricted Global Note proposes to exchange such Book-Entry Interest for a Book-Entry Interest in an Unrestricted Global Note, Securities Act and the transferor delivers a certificate from such holder in the form of Exhibit C hereto, D hereto including the certifications in item (1)(a) thereof; or
(ii) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to transfer such Book-Entry Interest to a Person who shall take delivery thereof in the form of a Book-Entry Interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications contained in item (4) thereof; and. Upon satisfaction of the conditions set forth in this Section 2.07(b)(iii), in each such casethe Principal Paying Agent shall (i) instruct the relevant Depositary to deliver the relevant Global Note(s) to it, if (ii) endorse the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable Schedule to the Registrar relevant Global Note(s) to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable transfer, and (iii) thereafter, return the Global Notes to the effect that relevant Depositary, together with all information regarding the Participant accounts to be credited and debited in connection with such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Acttransfer. If any such transfer or exchange is effected pursuant to this Section 2.07(b)(iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer Principal Paying Agent shall so inform the Trustee and the Company and, thereafter, the Company shall issue and, upon receipt of an Authentication Order authentication order in the form of an Officers' Certificate from the Company in accordance with Section 2.02 hereof, the Trustee shall authenticate authenticate, one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests to be transferred pursuant to this Section 2.06(b)(4). Book-Entry Interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Book-Entry Interest in a Restricted Global Noteexchanged.
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Transfer and Exchange of Book. Entry Interests in a -------------------------------------------------- Restricted Global Note for Book-Entry Interests in an Unrestricted ------------------------------------------------------------------ Global Note. A Book-Entry Interest in any Restricted Global Note may be ----------- exchanged by any holder thereof for a Book-Entry Interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(22.07(b)(i) above and the Registrar receives the followingand:
(iA) if such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such Book-Entry Interest in a Restricted Global Note proposes to exchange such Book-Entry Interest for a Book-Entry Interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or
(ii) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to transfer such Book-Entry Interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer that acquired the Book-Entry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who shall take delivery thereof is an affiliate (as defined in Rule 144) of the Company; or
(B) such transfer is effected pursuant to the Shelf Registration Statement (as defined in the form Registration Rights Agreement) in accordance with the Registration Rights Agreement or pursuant to another effective regis- tration statement under the Securities Act and in compliance with the prospectus delivery requirements of a Book-Entry Interest in an Unrestricted Global Note, the Securities Act and the transferor delivers a certificate from such holder in the form of Exhibit B hereto, hereto --------- including the certifications contained in item (4) thereof; andor
(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement. Upon satisfaction of the conditions set forth in this Section 2.07(b)(iii), in each such case, if the Registrar so requests or if shall (i) instruct the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable Common Depositary to deliver the relevant Global Note(s) to the Registrar Trustee, (ii) instruct the Trustee to endorse (and the Trustee shall endorse) Schedule A to the effect that relevant Global Note(s) to reflect the relevant increase or decrease in principal amount of such exchange or transfer is Global Note resulting from the applicable transfer, and (iii) thereafter, instruct the Trustee to return (and the Trustee shall return) the Global Note(s) to the Common Depositary, together with all information regarding the Participant accounts to be credited and debited in compliance connection with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Actsuch transfer. If any such transfer or exchange is effected pursuant to this Section 2.07(b)(iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer Registrar shall so inform the Trustee and the Company and, thereafter, the Company shall issue and, upon receipt of an Authentication a Company Order from the Company in accordance with Section 2.02 2.03 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests to be transferred pursuant to this Section 2.06(b)(4)or exchanged. Book-Entry Interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Book-Entry Interest in a Restricted Global Note.
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Samples: Indenture (Sola International Inc)
Transfer and Exchange of Book. Entry Interests between Global Notes. In all cases, transfers of Book-Entry Interests between Global Notes shall require compliance with subparagraph (i) below, as well as one or more of the other following subparagraphs, as applicable:
(i) General Provisions Applicable to Transfers and Exchanges of Book-Entry Interests between Global Notes. In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferee takes delivery thereof in the form of a Book-Entry Interest in the same Global Note or transfers or exchanges resulting in the delivery of one or more Definitive Notes), the transferor of such Book-Entry Interest must deliver to the Principal Paying Agent (1) a written and/or electronic order from a Participant or an indirect participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit or cause to be debited a Book-Entry Interest in a Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged, (2) a written and/or electronic order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged and (3) written and/or electronic instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase. The requirements of this Section 2.07(b)(i) shall be deemed to have been satisfied in connection with any exchange offer for Notes outstanding under this Supplemental Indenture and the Indenture upon receipt by the Principal Paying Agent of instructions contained in a letter of transmittal delivered by any Holder tendering Book-Entry Interests in a Restricted Global Note in such exchange offer.
(ii) Transfer of Book-Entry Interests in a Restricted Global Note to Another Restricted Global Note. A Book-Entry Interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in a different Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(i) above and the Principal Paying Agent receives the following:
(A) if the transferee will take delivery in the form of a Book-Entry Interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit D hereto, including the certifications in item (1) or (3) thereof, together, in the case of (3), such additional documentation as may be required by the Trustee and the Company pursuant to the penultimate sentence of the Private Placement Legend, and
(B) if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit D hereto, including the certifications in item (2) thereof. Upon satisfaction of the conditions set forth in this Section 2.07(b)(ii), the Principal Paying Agent shall (i) instruct the relevant Depositary to deliver the relevant Global Note(s) to it, (ii) endorse the Schedule to the relevant Global Note(s) to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable transfer, and (iii) thereafter, return the Global Notes to the relevant Depositary, together with all information regarding the Participant accounts to be credited and debited in connection with such transfer.
(iii) Transfer and Exchange of Book-Entry Interests in a Restricted Global Note for Book-Entry Interests in an Unrestricted Global Note. A Book-Entry Interest in any Restricted Global Note may be exchanged by any holder thereof for a Book-Entry Interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in an Unrestricted Unre- stricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(22.07(b)(i) above abovesuch transfer is effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act and the Registrar receives the following:
(i) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to exchange such Book-Entry Interest for a Book-Entry Interest in an Unrestricted Global Note, transferor delivers a certificate from such holder in the form of Exhibit C hereto, D hereto including the certifications in item (1)(a) thereof; or
(ii) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to transfer such Book-Entry Interest to a Person who shall take delivery thereof in the form of a Book-Entry Interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications contained in item (4) thereof; and. Upon satisfaction of the conditions set forth in this Section 2.07(b)(iii), in each such casethe Principal Paying Agent shall (i) instruct the relevant Depositary to deliver the relevant Global Note(s) to it, if (ii) endorse the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable Schedule to the Registrar relevant Global Note(s) to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable transfer, and (iii) thereafter, return the Global Notes to the effect that relevant Depositary, together with all information regarding the Participant accounts to be credited and debited in connection with such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Acttransfer. If any such transfer or exchange is effected pursuant to this Section 2.07(b)(iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer Principal Paying Agent shall so inform the Trustee and the Company and, thereafter, the Company shall issue and, upon receipt of an Authentication Order authentication order in the form of an Officers' Certificate from the Company in accordance with Section 2.02 hereof, the Trustee shall authenticate authenticate, one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests to be transferred pursuant to this Section 2.06(b)(4). Book-Entry Interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Book-Entry Interest in a Restricted Global Noteexchanged.
Appears in 1 contract
Transfer and Exchange of Book. Entry Interests in a Restricted ------------------------------------------------------------- Global Note for Book-Entry Interests in an Unrestricted Global Note. A ------------------------------------------------------------------- Book-Entry Interest in any Restricted Global Note may be exchanged by any holder thereof for a Book-Entry Interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a Book-Book- Entry Interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(22.07(b)(i) above and the Registrar receives the followingand:
(iA) if such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such Book-Entry Interest in a Restricted Global Note proposes to exchange such Book-Entry Interest for a Book-Entry Interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or
(ii) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to transfer such Book-Entry Interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer that acquired the Book-Entry Interests tendered in the Exchange Offer directly from the Company or an Affiliate of the Company, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who shall take is an affiliate (as defined in Rule 144) of the Company; or
(B) such transfer is effected pursuant to the Shelf Registration in accordance with the Registration Rights Agreement or pursuant to another effective registration statement under the Securities Act and in compliance with the prospectus delivery thereof in requirements of the form of a Book-Entry Interest in an Unrestricted Global Note, Securities Act and the transferor delivers a certificate from such holder in the form of Exhibit B hereto, hereto including the certifications contained in item (4) --------- thereof; andor
(C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement. Upon satisfaction of the conditions set forth in this Section 2.07(b)(iii), in each such case, if the Registrar so requests or if shall (i) instruct the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable Common Depositary to deliver the relevant Global Note(s) to the Registrar Trustee, (ii) instruct the Trustee to endorse (and the Trustee shall endorse) Schedule A to the effect that relevant Global Note(s) to reflect the relevant increase or decrease in principal amount of such exchange or transfer is Global Note resulting from the applicable transfer, and (iii) thereafter, instruct the Trustee to return (and the Trustee shall return) the Global Note(s) to the Common Depositary, together with all information regarding the Participant accounts to be credited and debited in compliance connection with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Actsuch transfer. If any such transfer or exchange is effected pursuant to this Section 2.07(b)(iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer Registrar shall so inform the Trustee and the Company and, thereafter, the Company shall issue and, upon receipt of an Authentication a Company Order from the Company in accordance with Section 2.02 2.03 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests to be transferred pursuant to this Section 2.06(b)(4)or exchanged. Book-Entry Interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Book-Entry Interest in a Restricted Global Note.
Appears in 1 contract
Samples: Indenture (Manitowoc Co Inc)
Transfer and Exchange of Book. Entry Interests in a Restricted Global Note for Book-Entry Interests in an Unrestricted Global Note. A Book-Entry Interest in any Restricted Global Note may be exchanged by any holder thereof for a Book-Entry Interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(22.07(b)(i) above and such transfer is effected pursuant to an effective registration statement under the Registrar receives Securities Act and in compliance with the following:
(i) if prospectus delivery requirements of the holder of such Book-Entry Interest in a Restricted Global Note proposes to exchange such Book-Entry Interest for a Book-Entry Interest in an Unrestricted Global Note, Securities Act and the transferor delivers a certificate from such holder in the form of Exhibit C hereto, hereto including the certifications in item (1)(a) thereof; or
(ii) if the holder of such Book-Entry Interest in a Restricted Global Note proposes to transfer such Book-Entry Interest to a Person who shall take delivery thereof in the form of a Book-Entry Interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications contained in item (4) thereof; and. Upon satisfaction of the conditions set forth in this Section 2.07(b)(iii), in each such case, if the Registrar so requests or if shall (i) instruct the Applicable Procedures so requireCustodian to deliver the relevant Global Note(s) to it, an Opinion of Counsel in form reasonably acceptable (ii) endorse the Schedule to the Registrar relevant Global Note(s) to reflect the relevant increase or decrease in the principal amount of such Global Note resulting from the applicable transfer, and (iii) thereafter, return the Global Notes to the effect that Custodian, together with all information regarding the Participant accounts to be credited and debited in connection with such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Acttransfer. If any such transfer or exchange is effected pursuant to this Section 2.07(b)(iii) at a time when an Unrestricted Global Note has not yet been issued, the Issuer Registrar shall so inform the Trustee and the Company and, thereafter, the Company shall issue and, upon receipt of an Authentication Order authentication order in the form of an Officer’s Certificate from the Company in accordance with Section 2.02 hereof, the Trustee shall authenticate authenticate, one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of Book-Entry Interests to be transferred pursuant to this Section 2.06(b)(4). Book-Entry Interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a Book-Entry Interest in a Restricted Global Noteexchanged.
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