Uncertificated Notes Clause Samples
The "Uncertificated Notes" clause defines the treatment and handling of notes or debt instruments that are not represented by physical certificates. In practice, this clause outlines how ownership, transfer, and registration of such notes are managed electronically, often through a central depository or book-entry system. By addressing uncertificated notes, the clause facilitates efficient and secure transactions, reduces administrative burdens, and mitigates risks associated with lost or stolen physical certificates.
Uncertificated Notes. If requested by the applicable Noteholder, the Series 2021-A Notes shall be issued in the form of Uncertificated Notes. With respect to any Uncertificated Note, the Trustee shall provide to the beneficial owner promptly after registration of the Uncertificated Note in the Note Register by the Registrar a Confirmation of Registration, the form of which shall be set forth in Exhibit P hereto.
(a) Except as otherwise expressly provided herein:
(i) Uncertificated Notes registered in the name of a Person shall be considered “held” by such Person for all purposes of this Series 2021-A Supplement;
(ii) with respect to any Uncertificated Note, (a) references herein to authentication and delivery of a Series 2021-A Note shall be deemed to refer to creation of an entry for such Series 2021-A Note in the Note Register and registration of such Series 2021-A Note in the name of the owner, (b) references herein to cancellation of a Series 2021-A Note shall be deemed to refer to deregistration of such Series 2021-A Note and (c) references herein to the date of authentication of a Series 2021-A Note shall refer to the date of registration of such Series 2021-A Note in the Note Register in the name of the owner thereof;
(b) references to execution of Series 2021-A Notes by HVF III, to surrender of the Series 2021-A Notes and to presentment of the Series 2021-A Notes shall be deemed not to refer to Uncertificated Notes; provided that the provisions of Section 9.1 (Transfers of Series 2021-A Notes) relating to surrender of the Series 2021-A Notes shall apply equally to deregistration of Uncertificated Notes;
Uncertificated Notes. If requested by a person with the consent of the Issuer, the Notes may be issued in uncertificated, fully registered form evidenced by entry in the Register (an “Uncertificated Note”). If an Uncertificated Note is being issued, the Issuer shall direct the Collateral Trustee to provide on the Closing Date, upon request of a beneficial owner and as otherwise required by Section 2.5(d) (Registration, Registration of Transfer and Exchange) to the beneficial owner promptly after the registration of the Uncertificated Note in the Register by the Registrar a confirmation of registration, substantially in the form of Exhibit E (each, a “Confirmation of Registration”).
Uncertificated Notes. (a) Uncertificated Notes registered in the name of a Person shall be considered “held” by such Person for all purposes under this Base Indenture.
(b) With respect to any Uncertificated Note, (i) references herein to authentication and delivery of a Note shall be deemed to refer to creation of an entry for such Uncertificated Note in the Note Register and registration of such Uncertificated Note in the name of the owner, (ii) references herein to cancellation of a Note shall be deemed to refer to de-registration of such Uncertificated Note, and (iii) references herein to the date of authentication of a Note shall refer to the date of registration of such Uncertificated Note in the Note Register in the name of the owner thereof.
(c) References to execution of Notes by the Co-Issuers, to surrender of Notes and to presentment of Notes shall be deemed not to refer to Uncertificated Notes; provided, that the provisions of Section 2.14 relating to surrender of Notes shall apply equally to de-registration of Uncertificated Notes.
(d) The Note Register shall be conclusive evidence of the ownership of an Uncertificated Note.
(e) The Registrar shall be entitled to receive ownership information and other reasonably requested information form any Holder of Uncertificated Notes (or any transferees thereof) in connection with maintaining the Note Register and reflecting transfers therein.
Uncertificated Notes. If requested by the applicable Noteholder, the Series 2021- A Notes shall be issued in the form of Uncertificated Notes. With respect to any Uncertificated Note, the Trustee shall provide to the beneficial owner promptly after registration of the Uncertificated Note in the Note Register by the Registrar a Confirmation of Registration, the form of which shall be set forth in Exhibit P hereto.
Uncertificated Notes. This Condition 1.3