Common use of Transfer of the Global Notes Clause in Contracts

Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as nominee for DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends as referred to in Section 2(b), substantially in the form provided for in Exhibit A-1 and Exhibit A-2 hereof. Members of, or participants in, DTC (“Participants”) shall have no rights under this Agreement with respect to any Global Notes held on their behalf by DTC, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, may be treated by the Issuer, the Guarantor, the Agents and any agent of the Issuer, the Guarantor or the Agents as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Guarantor, the Agents or any agent of the Issuer, the Guarantor or the Agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note.

Appears in 4 contracts

Samples: Agency Agreement, Agency Agreement (Brandbev S.a r.l.), Floating Rate Fiscal and Paying Agency Agreement (Brandbev S.a r.l.)

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Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as nominee for DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends as referred to in Section 2(b), substantially in the form provided for in Exhibit A-1 and Exhibit A-2 hereof. Members of, or participants in, DTC (“Participants”) shall have no rights under this Agreement with respect to any Global Notes held on their behalf by DTC, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, may be treated by the Issuer, the US Guarantor, the Finance Guarantor, the Agents and any agent of the Issuer, the US Guarantor, the Finance Guarantor or the Agents as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent (x) prevent the Issuer, the US Guarantor, the Finance Guarantor, the Agents or any agent of the Issuer, the US Guarantor, the Finance Guarantor or the Agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note.

Appears in 1 contract

Samples: Fiscal and Paying Agency Agreement (Brandbev S.a r.l.)

Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as nominee for DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends as referred to in Section 2(b), substantially in the form provided for in Exhibit A-1 A-l and Exhibit A-2 hereof. Members of, or participants in, DTC (“Participants”) shall have no rights under this Agreement with respect to any Global Notes held on their behalf by DTC, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, may be treated by the Issuer, the Guarantor, the Agents and any agent of the Issuer, the Guarantor or the Agents as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Guarantor, the Agents or any agent of the Issuer, the Guarantor or the Agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note.

Appears in 1 contract

Samples: Fixed Rate Fiscal and Paying Agency Agreement (Brandbev S.a r.l.)

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Transfer of the Global Notes. (a) The Global Notes initially shall (i) be registered in the name of Cede as nominee for DTC, (ii) be delivered to the Custodian as custodian for DTC and (iii) bear legends as referred to in Section 2(b), substantially in the form provided for in Exhibit A-1 and Exhibit A-2 hereof. Members of, or participants in, DTC (“Participants”) shall have no rights under this Agreement with respect to any Global Notes held on their behalf by DTC, or the Custodian as its custodian, or under such Global Notes and Cede, as nominee for DTC, may be treated by the Issuer, the Guarantor, the Agents and any agent of the Issuer, the Guarantor Issuer or the Agents as the absolute owner of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Guarantor, the Agents or any agent of the Issuer, the Guarantor Issuer or the Agents from giving effect to any written certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its Participants, the operation of customary practices governing the exercise of the rights of a registered holder of any Note.

Appears in 1 contract

Samples: Fiscal and Paying Agency Agreement (Brandbev S.a r.l.)

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