Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or (iii) there shall have occurred and be continuing an Event of Default. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b) hereof.
Appears in 2 contracts
Samples: Indenture (Finlay Enterprises Inc /De), Indenture (Finlay Enterprises Inc /De)
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary, Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by the Company for Definitive Debentures prior to (x) the expiration of the Restricted Period and (y) the receipt by the Debenture Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing a default or an Event of DefaultDefault and the Trustee receives a request from the Depositary to issue Definitive Debentures. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) aboveevents, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 203 and 2.10 hereof205. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 206 or Section 2.07 Sections 203 or 2.10 hereof205, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a206(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b206(b), (c) or (f) hereof.
Appears in 2 contracts
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuers for Definitive Certificated Debentures if (i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary, Depositary or (ii) the Company Issuers in its their sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Certificated Debentures and delivers a written notice to such effect to the Trustee, or ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by the Issuers for Certificated Debentures prior to (iiix) there shall have occurred the expiration of the Distribution Compliance Period and be continuing an Event (y) the receipt by the Registrar of Defaultany certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, Definitive Certificated Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b2.06(b),(c) or (f) hereof.
Appears in 2 contracts
Samples: Indenture (Anthony Crane Holdings Capital Corp), Indenture (Anthony Crane Sales & Leasing Lp)
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or (iii) . Any Holder of a beneficial interest in a Global Debenture may exchange such beneficial interest for a Definitive Debenture in the event that there shall have occurred and be continuing an Event of DefaultDefault or any event which after notice or lapse of time or both would be an Event of Default with respect to the Debentures. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) referred to above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.
Appears in 2 contracts
Samples: Indenture (Standard Motor Products Inc), Indenture (Standard Motor Products Inc)
Transfer and Exchange of Global Debentures. (i) The transfer and exchange of Global Debentures or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Debenture shall deliver to the Registrar a written order given in accordance with the Depository's procedures containing information regarding the participant account of the Depository to credited with a beneficial interest in the Global Debenture. The Registrar shall, in accordance with such instructions, instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Debenture and to debit the account of the Person making the transfer the beneficial interest in the Global Debenture being transferred.
(ii) Notwithstanding any other provisions of this Supplemental Indenture (other than the provisions set forth in Section 2.06(b)), a Global Debenture may not be transferred as a whole except by the Depositary Depository to a nominee of the Depositary, Depository or by a nominee of the Depositary Depository to the Depositary Depository or to another nominee of the Depositary, Depository or by the Depositary Depository or any such nominee to a successor Depositary Depository or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or Depository.
(iii) there shall have occurred and be continuing an Event of Default. Upon In the occurrence of any of the preceding events in (ievent that a Global Debenture is exchanged for Physical Debentures pursuant to Section 2.06(b), (ii) prior to the consummation of an Exchange Offer or (iii) abovethe effectiveness of a Shelf Registration Statement with respect to such Debentures, Definitive such Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, only in whole or in part, accordance with such procedures as provided in Sections 2.07 and 2.10 hereof. Except as set forth in are substantially consistent with the second sentence provisions of this Section 2.06(a)2.07 (including the certification requirements set forth on the reverse of the Initial Debentures intended to ensure that such transfers comply with Rule 144A, every Debenture authenticated Regulation D or Regulation S, as the case may be) and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant such other procedures as may from time to this Section 2.06 or Section 2.07 or 2.10 hereof, shall time be authenticated and delivered in adopted by the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b) hereofCompany.
Appears in 1 contract
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuers for Definitive Debentures if (i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary, Depositary or (ii) the Company Issuers in its their sole discretion determines determine that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers deliver a written notice to such effect to the Trustee, or ; provided that in no event shall a Regulation S Temporary Global Debenture be exchanged by the Issuers for Definitive Debentures prior to (iiix) there shall have occurred the expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Defaultany certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.
Appears in 1 contract
Samples: Indenture (Falcon Funding Corp)
Transfer and Exchange of Global Debentures. (i) The transfer and exchange of Global Debentures or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Debenture shall deliver a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Debenture or another Global Debenture and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Debenture and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Debenture being transferred.
(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Debenture to a beneficial interest in another Global Debenture, the Debenture Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Debenture to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Debenture Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Debenture from which such interest is being transferred.
(iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All .
(iv) In the event that a Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it Debenture is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers pursuant to Section 2.4 prior to the effectiveness of a written notice Shelf Registration Statement with respect to such effect to the TrusteeDefinitive Debentures, or (iii) there shall have occurred and be continuing an Event of Default. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, such Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, only in whole or in part, accordance with such procedures as provided in Sections 2.07 and 2.10 hereof. Except as set forth in are substantially consistent with the second sentence provisions of this Section 2.06(a)2.3 (including the certification requirements set forth on the reverse of the Initial Debentures intended to ensure that such transfers comply with Rule 144A or such other applicable exemption from registration under the Securities Act, every Debenture authenticated as the case may be) and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant such other procedures as may from time to this Section 2.06 or Section 2.07 or 2.10 hereof, shall time be authenticated and delivered in adopted by the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b) hereofCompany.
Appears in 1 contract
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary, Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by the Company for Definitive Debentures prior to (x) the expiration of the Restricted Period and (y) the receipt by the Security Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing a default or an Event of DefaultDefault and the Trustee receives a request from the Depositary to issue Definitive Debentures. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) aboveevents, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 hereof306 of the Indenture. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 303 or Section 2.07 Sections 304 or 2.10 hereof306 of the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a303(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b303(b) or (c) hereof.
Appears in 1 contract
Transfer and Exchange of Global Debentures. (i) The transfer and exchange of Global Debentures or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Debenture shall deliver a written order given in accordance with the Depositary’s procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Debenture or another Global Debenture and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Debenture and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Debenture being transferred.
(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Debenture to a beneficial interest in another Global Debenture, the Debenture Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Debenture to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Debenture Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Debenture from which such interest is being transferred.
(iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All .
(iv) In the event that a Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it Debenture is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers pursuant to Section 2.4 of this Appendix A prior to the effectiveness of a written notice Shelf Registration Statement with respect to such effect to the TrusteeDefinitive Debentures, or (iii) there shall have occurred and be continuing an Event of Default. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, such Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, only in whole or in part, accordance with such procedures as provided in Sections 2.07 and 2.10 hereof. Except as set forth in are substantially consistent with the second sentence provisions of this Section 2.06(a)2.3 (including the certification requirements set forth on the reverse of the Initial Debentures intended to ensure that such transfers comply with Rule 144A or such other applicable exemption from registration under the Securities Act, every Debenture authenticated as the case may be) and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant such other procedures as may from time to this Section 2.06 or Section 2.07 or 2.10 hereof, shall time be authenticated and delivered in adopted by the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b) hereofCompany.
Appears in 1 contract
Samples: Convertible Senior Debentures (Tower Automotive Inc)
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Holding for Definitive Debentures if (i) the Company Holding delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Holding within 120 days after the date of such notice from the Depositary, Depositary or (ii) the Company Holding in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by Holding for Definitive Debentures prior to (iiix) there shall have occurred the expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Defaultany certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.
Appears in 1 contract
Samples: Indenture (Aki Inc)
Transfer and Exchange of Global Debentures. (i) The transfer and exchange of Global Debentures or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Debenture shall deliver a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Debenture or another Global Debenture and such account shall be credited in accordance with such order with a beneficial interest in the applicable Global Debenture and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global Debenture being transferred.
(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Debenture to a beneficial interest in another Global Debenture, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Debenture to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of Global Debenture from which such interest is being transferred.
(iii) Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, Depositary or by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All .
(iv) In the event that a Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it Debenture is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers pursuant to Section 2.4 prior to the effectiveness of a written notice Shelf Registration Statement with respect to such effect to the TrusteeDebentures, or (iii) there shall have occurred and be continuing an Event of Default. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive such Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, only in whole or in part, accordance with such procedures as provided in Sections 2.07 and 2.10 hereof. Except as set forth in are substantially consistent with the second sentence provisions of this Section 2.06(a)2.3 (including the certification requirements set forth on the reverse of the Initial Debentures intended to ensure that such transfers comply with Rule 144A or such other applicable exemption from registration under the Securities Act, every Debenture authenticated as the case may be) and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant such other procedures as may from time to this Section 2.06 or Section 2.07 or 2.10 hereof, shall time be authenticated and delivered in adopted by the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b) hereofCompany.
Appears in 1 contract
Samples: Indenture (Millennium Chemicals Inc)
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuers for Definitive Certificated Debentures if (i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary, Depositary or (ii) the Company Issuers in its their sole discretion determines determine that the Global Debentures (in whole but not in part) should be exchanged for Definitive Certificated Debentures and delivers deliver a written notice to such effect to the Trustee, or ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by the Issuers for Certificated Debentures prior to (iiix) there shall have occurred the expiration of the Distribution Compliance Period and be continuing an Event (y) the receipt by the Registrar of Defaultany certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (i), ) or (ii) or (iii) above, Definitive Certificated Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.
Appears in 1 contract
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred except as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if if:
(i1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, ;
(ii2) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by the Company for Definitive Debentures prior to (iiiA) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or
(3) there shall have has occurred and be is continuing an a Default or Event of DefaultDefault with respect to the Debentures. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.
Appears in 1 contract
Samples: Indenture (Broadwing Corp)
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred except as a whole except (but not in part) by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it (A) the Depositary is unwilling or unable to continue to act as Depositary for the Global Debentures or that it (B) the Depositary is no longer a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, Trustee or (iii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Debentures if there shall have occurred and be continuing an a Default or Event of DefaultDefault with respect to the Debentures; provided that in no event shall the Reg S Temporary Global Debenture be exchanged by the Company for Definitive Debentures prior to (A) the expiration of the Distribution Compliance Period and (B) the receipt by the Registrar of any certificate identified by the Company and its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (h) hereof.
Appears in 1 contract
Samples: Indenture (Grey Global Group Inc)
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuer for Definitive Debentures if (i) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary, Depositary or (ii) the Company Issuer in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by the Issuer for Definitive Debentures prior to (iiix) there shall have occurred the expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Defaultany certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b2.06(b),(c) or (f) hereof.
Appears in 1 contract
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or ; provided that in no event shall the Regulation S Temporary Global Debenture be exchanged by the Company for Definitive Debentures prior to (iiix) there shall have occurred the expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Defaultany certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act. Upon the occurrence of any either of the preceding events in (i), (ii) or (iiiii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b2.06(b),(c) or (f) hereof.
Appears in 1 contract
Samples: Exchange Indenture (Crown Castle International Corp)
Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if if:
(i1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary, ; or
(ii2) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee, or (iii) there shall have occurred and be continuing an Event of Default. Upon the occurrence of any either of the preceding events in (i), (ii1) or (iii2) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as set forth in the second sentence of this Section 2.06(a), every Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.
Appears in 1 contract
Samples: Indenture (Dynegy Inc /Il/)