Transfer and Exchange of Uncertificated Notes Sample Clauses

Transfer and Exchange of Uncertificated Notes. (i) The transfer and exchange of beneficial interests in an Uncertificated Note shall be effected through the Note Registrar, in accordance with this Indenture (including applicable restrictions on transfer set forth herein) and the procedures of the Note Registrar therefor. A transferor of a beneficial interest in an Uncertificated Note shall deliver to the Note Registrar an assignment form at the back of the form of Uncertificated Note given in accordance with its procedures containing information regarding the Holder to be credited with a beneficial interest in the Uncertificated Note. The Note Registrar shall reflect on the Note Register the date and an increase in the principal amount of the Uncertificated Note to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Note Registrar shall reflect on the Note Register the date and a corresponding decrease in the principal amount of the Uncertificated Note from which such interest is being transferred. (ii) Upon receipt by the Trustee of appropriate instruments of transfer, in form satisfactory to the Trustee and the Issuer, together with: (A) certification in the form set forth on Exhibit H that such Note is being transferred in compliance with Regulation S under the Securities Act; and (B) If the Note Registrar or the Issuer so requests or if so required, an opinion of counsel in form reasonably acceptable to the Issuer 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 applicable restricted notes legend is no longer required in order to maintain compliance with the Securities Act, then the Trustee shall instruct the Note Registrar to transfer such Notes in accordance with subsection (g)(i) above. Upon written request by a transferor following the transfer of an Uncertificated Note, the Trustee shall deliver such transferee a confirmation of registration.
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Related to Transfer and Exchange of Uncertificated Notes

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole 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 Notes will be exchanged by the Company for Definitive Notes if: (1) 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; (2) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3) there has occurred and is continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note 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 Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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