Common use of Transfers of Beneficial Interests in a Regulation S Global Note Clause in Contracts

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Registrar of: (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D hereto, duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register.

Appears in 8 contracts

Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)

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Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Registrar of: (1) instructions from an Agent Member given to DTC Euroclear or Clearstream in accordance with the Applicable Procedures directing DTC Euroclear or Clearstream to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D hereto, duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register.

Appears in 6 contracts

Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: : (i) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Registrar of: (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D hereto, duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register.

Appears in 4 contracts

Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: . (i) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Note Custodian and Registrar of: (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal an amount equal to the principal amount of the beneficial interest to be being transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D hereto, B duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register. (ii) No interest in a Regulation S Temporary Global Note will be exchanged for an interest in the Regulation S Permanent Global Note except pursuant to Section 2.1(e).

Appears in 3 contracts

Samples: Indenture (MDC Partners Inc), Indenture (MDC Partners Inc), Indenture (MDC Partners Inc)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: : (i) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Note Custodian and Registrar of: (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal an amount equal to the principal amount of the beneficial interest to be being transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D heretoD, duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register.

Appears in 2 contracts

Samples: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: : (i) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Note Custodian and Registrar of: (1) instructions from an Agent Member given to DTC DTC, in the case of Dollar Notes, or Euroclear or Clearstream, in the case of Euro Notes, in accordance with the Applicable Procedures directing DTC DTC, Euroclear or Clearstream, as applicable, to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal an amount equal to the principal amount of the beneficial interest to be being transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D heretoC, in the case of Dollar Notes, and Exhibit D, in the case of Euro Notes, duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register.

Appears in 1 contract

Samples: Indenture (Cemex Sab De Cv)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: . (1) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Note Custodian and Registrar of: (1i) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal an amount equal to the principal amount of the beneficial interest to be being transferred, (2ii) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3iii) a certificate in the form of Exhibit D hereto, B duly executed by the transferor;transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register. (2) No interest in a Regulation S Temporary Global Note will be exchanged for an interest in the Regulation S Permanent Global Note except pursuant to Section 2.1(e).

Appears in 1 contract

Samples: Indenture (Stagwell Inc)

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Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: : (i) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Note Custodian and Registrar of: (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal an amount equal to the principal amount of the beneficial interest to be being transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D hereto, B duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register. (ii) No interest in a Regulation S Temporary Global Note will be exchanged for an interest in the Regulation S Permanent Global Note except pursuant to Rule 144A and in accordance with the applicable provisions of this Section 2.9.

Appears in 1 contract

Samples: Indenture (Cemex Sab De Cv)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: : (i) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Note Custodian and Registrar of: (1) instructions from an Agent Member given to DTC Euroclear or Clearstream in accordance with the Applicable Procedures directing DTC Euroclear or Clearstream to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal an amount equal to the principal amount of the beneficial interest to be being transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D hereto, B duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register. (ii) No interest in a Regulation S Temporary Global Note will be exchanged for an interest in the Regulation S Permanent Global Note except pursuant to Rule 144A and in accordance with the applicable provisions of this Section 2.9.

Appears in 1 contract

Samples: Indenture (Cemex Sab De Cv)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: : (i) If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A) upon receipt by the Registrar of: (1) instructions from an Agent Member given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred, (2) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3) a certificate in the form of Exhibit D hereto, duly executed by the transferor; (B) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register. (ii) No interest in a Regulation S Temporary Global Note will be exchanged for an interest in the Regulation S Permanent Global Note except pursuant to Section 2.1(f).

Appears in 1 contract

Samples: Indenture (Cemex Sab De Cv)

Transfers of Beneficial Interests in a Regulation S Global Note. Subject to the Applicable Procedures, the following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note that is a Restricted Note: . If the owner of a beneficial interest in a Regulation S Global Note that is a Restricted Note wishes to transfer such interest (or a portion thereof) to a QIB pursuant to Rule 144A: (A1) upon receipt by the Registrar of: (1A) instructions from an Agent Member a DTC Participant given to DTC in accordance with the Applicable Procedures directing DTC to credit or cause to be credited a beneficial interest in the Rule 144A Global Note in a principal amount equal to the principal amount of the beneficial interest to be transferred, (2B) instructions given in accordance with the Applicable Procedures containing information regarding the account to be credited with such increase, and (3C) a certificate in the form of Exhibit D C hereto, duly executed by the transferor; (B2) the Note Custodian shall increase the Rule 144A Global Note and decrease the Regulation S Global Note in accordance with the foregoing, and the Registrar shall register the transfer in the Note Register.

Appears in 1 contract

Samples: Indenture (Cemex Sab De Cv)

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