Temporary Regulation S Global. Note” 2.1 (a)
Temporary Regulation S Global has the meaning provided in Section 2.01.
Temporary Regulation S Global has the meaning specified in Section 3.01(c).
Examples of Temporary Regulation S Global 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 Temporary Regulation S Global
Temporary Regulation S Global. SECURITY OR REGULATION S GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY. If the holder of a beneficial interest in a Temporary Regulation S Global Security or a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 3.05(b)(iv). Upon receipt by the Trustee, as Security Registrar, of (A) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Trustee to credit or cause to be credited to a specified Agent Member's account a beneficial interest in a Restricted Global Security in a principal amount equal to that of the beneficial interest in the Temporary Regulation S Global Security or the Regulation S Global Security to be so transferred, (B) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited for, such beneficial interest and (C) a certificate in substantially the form set forth in Annex B given by the owner of such beneficial interest, the Trustee, as Security Registrar, shall instruct the Depositary to reduce the principal amount of the applicable Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, and to increase the principal amount of the Restricted Global Security, by the principal amount of the beneficial interest in the Temporary Regulation S Global Security or the Regulation S Global Security to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Restricted Global Security having a principal amount equal to the amount by which the principal amount of the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, was reduced upon such transfer.
Temporary Regulation S Global. SECURITY" see Section 2.01.
Temporary Regulation S Global. Security shall not become valid or obligatory until the certificate of authentication hereon shall have been duly manually signed by the Trustee in accordance with the Indenture. This Temporary Regulation S Global Security shall be governed by and construed in accordance with the laws of the State of New York. SCHEDULE OF EXCHANGES FOR GLOBAL SECURITIES The following exchanges of a part of this Temporary Regulation S Global Security for other Global Securities have been made: Amount of Amount of Principal Amount of decrease in increase in this Global Signature of Principal Amount Principal Amount Security following authorized of this Global of this Global such decrease (or officer of Date of Exchange Security Security increase) Trustee ---------------- ---------------- ---------------- ------------------- ------------ [FORM OF ASSIGNMENT] I or we assign this Security to -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, address and zip code of assignee) Please insert Social Security or other identifying number of assignee ---------------------------------------- and irrevocably appoint _______________________ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Dated:____________________ Signed:_____________________________________________ -------------------------------------------------------------------------------- (Sign exactly as your name appears on the front of this Security) Signature Guarantee: ------------------------------------------------------------ [OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Security purchased by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:
Temporary Regulation S Global. SECURITY OR REGULATION S GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY. If the Holder of a beneficial interest in the Temporary Regulation S Global Security or the Regulation S Global Security at any time wishes to exchange its interest in the Regulation S Global Security for an interest in the Restricted Global Security, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Security such transfer may be effected only in accordance with this clause (v) and the Applicable Procedures. Upon receipt by the Registrar of (A) instructions given in accordance with the Applicable Procedures directing the Registrar to credit or cause to be credited an interest in the Restricted Global Security in a specified principal amount and to cause to be debited an interest in the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, in such specified principal amount, and (B) a certificate in the form of Exhibit G attached hereto given by the Holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Securities and stating that (x) the Person transferring such Interest reasonably believes that the Person acquiring such interest is a QIB and is obtaining such interest in a transaction meeting the requirements of Rule 144A and any applicable securities laws of any state of the United States or (y) that the Person transferring such interest is relying on an exemption other than Rule 144A from the registration requirements of the Securities Act and, in such circumstances, such opinion of counsel as the Company may reasonably request to ensure that the requested transfer or exchange is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, then the Registrar shall instruct the Depositary to reduce or cause to be reduced the principal amount of the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, and to increase or cause to be increased the principal amount of the Restricted Global Security by the aggregate principal amount of the interest in the Temporary Regulation S Global Security or the Regulation S Global Security, as the case may be, to be exchanged or transferred, and to credit or cause to be credited to the account of the Pers...
Temporary Regulation S Global. Note"........ 2.01(b) "Trustee"................................... 9.03 "U.S. Global Notes"......................... 2.01(b)
Temporary Regulation S Global means the Global Note bearing the Private Placement Legend in registered form without interest coupons, that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Regulation S and deposited with the Trustee, as custodian for the Depository.
Temporary Regulation S Global. Note is exchangeable in whole or in part for one or more Global Notes only (i) on or after the termination of the 40-day restricted period (as defined in Regulation S) and (ii) upon presentation of certificates (accompanied by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture. Upon exchange of this Temporary Regulation S Global Note for one or more Global Notes, the Trustee shall cancel this Temporary Regulation S Global Note.