Regulation S Global Certificate definition

Regulation S Global Certificate. With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

Regulation S Global Certificate. As defined in Section 5.2(a).

Regulation S Global Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided. On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.

Examples of Regulation S Global Certificate in a sentence

• OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 1 Temporary Regulation S Global Certificate legend.

• The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate.

• Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of clause (e) above.

• Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.

• THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN 1 Temporary Regulation S Global Certificate legend.

More Definitions of Regulation S Global Certificate

Regulation S Global Certificate. A global certificate representing interests in a Class of Certificates as provided in Section 5.03(g), initially sold in offshore transactions in reliance on Regulation S in fully registered form without interest coupons.

Regulation S Global Certificate means a registered global security in the form or substantially in the form set out in Part 3-A of the First Schedule to the Trust Terms Module with such modifications (if any) as may be agreed between the Issuer, the Trustee and the Counterparty, comprising some or all of the Registered Securities of the same Series sold outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act, issued by the Issuer pursuant to the Trust Instrument.

Regulation S Global Certificate means a Global Certificate in or substantially in the form set out in Part 3 of the Second Schedule, with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s);

Regulation S Global Certificate shall have the meaning specified in Section 3.9.

Regulation S Global Certificate means the single, permanent global Note in fully registered form, without interest coupons, substantially in the form set out in Part A of Schedule 1 of the Trust Deed and includes any replacements for the Regulation S Global Certificate issued pursuant to Condition 13;

Regulation S Global Certificate. Each of the [Class E], [Class F], [Class G], [Class H], [Class J], [Class K], [Class L], [Class M], [Class N], [Class O] and [Class P] Certificates issued as such on the Closing Date.

Regulation S Global Certificate means a Global Certificate representing Notes that are offered and sold initially to non-U.S. persons (as defined in Regulation S) in an “offshore transaction” within the meaning of Regulation S and are (i) registered in the name of a common nominee of, and deposited with the applicable common depositary for, Euroclear, Clearstream, Luxembourg or, in respect of CMU Notes, are registered in the name of the HKMA as operator of, and lodged with a sub-custodian for, the CMU and/or any other applicable clearing system or (ii) registered in the name of a nominee of, and deposited with a custodian for, the DTC and/or any other applicable clearing system for the accounts of its participants, including Euroclear and Clearstream, Luxembourg; provided that, prior to the expiry of the “distribution compliance period” as defined in Regulation S, ownership of beneficial interests in a Regulation S Global Certificate will be limited to the respective depositaries of Euroclear, Clearstream, Luxembourg and the CMU;