Offshore Notes Exchange Date definition
Examples of Offshore Notes Exchange Date in a sentence
Prior to the Offshore Notes Exchange Date, interests in the Regulation S Temporary Global Notes may only be held through Euroclear and Clearstream.
Following the Offshore Notes Exchange Date, interests in the Regulation S Permanent Global Note may be held by any member of, or participants in, the Depositary ("Agent Members").
The Temporary Offshore Physical Notes will be registered in the name of, and held by, a temporary certificate holder designated by BT Securities Corporation until the later of the completion of the distribution of the Initial Notes and the termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of such Initial Notes (the "Offshore Notes Exchange Date").
The Temporary Regulation S Global Note may not be issued in definitive form until the later of the completion of the distribution of the Original Notes and the termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Original Notes (the "Offshore Notes Exchange Date").
At any time following the Offshore Notes Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit D hereto, the Company shall execute, and the Trustee shall authenticate and deliver, one or more permanent certificated Notes in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Physical Notes"), in exchange for the surrender of Temporary Offshore Global Notes of like tenor and amount.
If there is a difference or conflict between the provisions of this Agreement and a provision of the Plan as to which the LTIP Committee is authorized to make a contrary determination, the provisions of this Agreement will govern.
Prior to the Offshore Notes Exchange Date, transfers of beneficial interests in the Offshore Global Note can only be effected through the Depository in accordance with the requirements of Section 3.7 hereof.
Notes issued pursuant to Section 2.08 in exchange for interests in the Offshore Global Note following the Offshore Notes Exchange Date shall be in the form of permanent certificated Notes in registered form substantially in the form hereinabove recited (the "Offshore Physical Notes").
In addition, at any time following the Offshore Notes Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit A hereto, the Company shall execute, and the Trustee shall authenticate and deliver to beneficial owners, in exchange for their beneficial interest in the Offshore Global Note, Permanent Offshore Physical Notes (together with the U.S. Physical Notes, the “Physical Notes”).