Temporary Regulation S Global Note shall have the meaning specified in Section 2.1(d).
Temporary Regulation S Global Note means a temporary Global Note in the form of Exhibit A hereof bearing the Global Note Legend, the Private Placement Legend, and the Temporary Regulation S Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903.
Temporary Regulation S Global Note shall have the meaning specified in Section 2.05(b) of the Indenture.
Examples of Temporary Regulation S Global Note in a sentence
On an exchange of the whole of this Temporary Regulation S Global Note, this Temporary Regulation S Global Note shall be surrendered to the Depository at its office.
On or after the 40th day after [ ]1, interests in this Temporary Regulation S Global Note may be exchanged (free of charge) for beneficial interests in a permanent Regulation S Global Note.
Notwithstanding anything else in this Section 2.7(l)(i), prior to the Exchange Date a Certificated Note may only be exchanged or transferred for an equivalent beneficial interest in the corresponding Temporary Regulation S Global Note.
On an exchange of only part of this Temporary Regulation S Global Note, details of such exchange shall be entered by or on behalf of the Issuer in Schedule A hereto.
More Definitions of Temporary Regulation S Global Note
Temporary Regulation S Global Note. Pursuant to Section 2.1 of the Indenture dated as of May 16, 2011 relating to the Notes (the “Indenture”), we hereby certify that the persons who are the beneficial owners of $[ ] principal amount of Notes represented by the Temporary Regulation S Global Note are persons outside the United States to whom beneficial interests in such Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue a Permanent Regulation S Global Note representing the undersigned’s interest in the principal amount of Notes represented by the Temporary Regulation S Global Note, all in the manner provided by the Indenture. We certify that we [are][are not] an Affiliate of the Issuer. The Trustee and the Issuer are entitled to conclusively rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By:
Temporary Regulation S Global Note means the Global Note bearing the Private Placement Legend in bearer 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. Pursuant to Section 2.1 of the Indenture dated as of October 8, 2014 relating to the Notes (the “Indenture”), we hereby certify that the persons who are the beneficial owners of $[ ] principal amount of Notes represented by the Temporary Regulation S Global Note are persons outside the United States to whom beneficial interests in such Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to issue a Permanent Regulation S Global Note representing the undersigned’s interest in the principal amount of Notes represented by the Temporary Regulation S Global Note, all in the manner provided by the Indenture. We certify that we [are][are not] an Affiliate of an Issuer. The Trustee and the Issuers are entitled to conclusively rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By: 1011778 B.C. Unlimited Liability Company c/o Burger King Worldwide, Inc. 0000 Xxxx Xxxxxx Xxxxx Xxxxx, XX 00000 Fax: (000) 000-0000 Attention: Xxxx Xxxxxx Wilmington Trust, National Association, as Trustee and Registrar 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 XXX Fax No.: (000) 000-0000 Attention: 1011778 B.C. Unlimited Liability Company and New Red Finance, Inc. Administrator
Temporary Regulation S Global Note means a Regulation S Global Note that bears the Temporary Regulation S Legend.
Temporary Regulation S Global Note in fully registered form without interest coupons and that transfers thereof or any interest or participation therein are restricted as set forth in this Section 2.05. The Notes that are not sold in offshore transactions in reliance on Regulation S shall initially be issued in the form of one or more permanent global notes with the applicable legends set forth in Exhibit A (each, a “Rule 144A Global Note”) in fully registered form without interest coupons. The principal amount of a Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC’s nominee or any other authorized person, to reflect the transfers of interest described in this Section or other transactions under this Indenture. Any ownership interest represented by a beneficial interest in a Rule 144A Global Note may be transferred to another entity who wishes to hold Notes in the form of an interest in a Rule 144A Global Note; provided, that, the applicable transferor and transferee are deemed to have represented and warranted that such transfer is being made to a transferee that the transferor reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A. Through and including the fortieth (40th) day after the later of the commencement of the offering of the Notes to persons other than distributors in reliance upon Regulation S and the Closing Date (that period through and including that fortieth (40th) day, the “Distribution Compliance Period”), any ownership interest represented by a beneficial interest in the Temporary Regulation S Global Note may be transferred to a person who wishes to hold Notes in the form of an interest in the Temporary Regulation S Global Note; provided, that, the applicable transferee is deemed to have represented and warranted that it is not a “U.S. person” (as defined in Regulation S) and such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S and all other applicable securities laws. All distributions in respect of Notes represented by a Temporary Regulation S Global Note will be made only with respect to that portion of the Temporary Regulation S Global Note in respect of which Euroclear or Clearstream shall have delivered to the Indenture Trustee a certificate or certificates substantially in the form of Exhibit B-4. The delivery to the Indenture Trustee by Euroclear or Clearstream of a certificate or certificates referred to above may be relied upon ...
Temporary Regulation S Global Note. Any Note sold outside the United States to non-“U.S. persons” (as defined in Regulation S) who are Qualified Purchasers in reliance on Regulation S and issued in the form of a temporary global security as specified in Section 2.2 in definitive, fully registered form without interest coupons.
Temporary Regulation S Global Note. The Temporary Regulation S Global Notes shall be deposited with the Trustee, as custodian for the Depositary or its nominee for the accounts of designated Agent Members holding on behalf of Euroclear or Clearstream, and shall be duly executed by the Issuers and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or increased by adjustments made on the records of the Trustee as hereinafter provided.