Common use of Registrar Services Clause in Contracts

Registrar Services. 1. In its capacity as the “Registrar” referred to in the Note Purchase Agreement (in such capacity the “Registrar”) the Agent shall maintain in relation to the Notes a register (the "Register"), which shall be kept at its address (the “Register Office”) that is either (i) the address set forth in Section 13.4 of the Note Purchase Agreement or (ii) such other address, notice of which the Company has confirmed in writing has been notified to the holders of the Notes pursuant to Section 13.4 of the Note Purchase Agreement. The Register shall be made available by the Registrar to the Company for inspection and for the taking of copies or extracts therefrom at all reasonable times. 2. The name and address of each holder of one or more Notes (which, in the case of the Initial Purchasers shall be their addresses set forth in Schedule A to the Note Purchase Agreement and, in the case of any holder of the Notes shall be such address as shall otherwise have been specified by such Holder pursuant to Section 18 of the Note Purchase Agreement, notice of which the Company shall provide to the Paying Agent), each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in the Register. Subject to confirmation from the Company that such requesting holder is an Institutional Investor, the Registrar shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 3. Upon surrender of any Note at the Register Office for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver to the Registrar, and the Registrar shall then deliver, one or more new Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request (and as shall have been notified to the Company or the Registrar pursuant to Section 18 of the Note Purchase Agreement) and shall be substantially in the form of Exhibit 1-A to the Note Purchase Agreement, Exhibit 1-B to the Note Purchase Agreement or Exhibit 1-C to the Note Purchase Agreement, as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Registrar may (and shall at the Company’s request) require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. 4. Upon receipt by the Registrar of evidence that the Company has confirmed to the Registrar is reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

Appears in 1 contract

Sources: Note Purchase Agreement (Essex Property Trust Inc)

Registrar Services. 1. In its capacity as the “Registrar” referred to in the Note Purchase Agreement (in such capacity the “Registrar”) the Agent shall maintain in relation to the Notes a register (the "Register"), which shall be kept at its address (the “Register Office”) that is either (i) the address set forth in Section 13.4 of the Note Purchase Agreement or (ii) such other address, address notice of which the Company has confirmed in writing has been notified to the holders of the Notes pursuant to Section 13.4 of the Note Purchase Agreement. The Register shall be made available by the Registrar to the Company for inspection and for the taking of copies or extracts therefrom at all reasonable times. 2. The name and address of each holder of one or more Notes (which, in the case of the Initial Purchasers shall be their addresses set forth in Schedule A to the Note Purchase Agreement and, in the case of any holder of the Notes shall be such address as shall otherwise have been specified by such Holder pursuant to Section 18 of the Note Purchase Agreement, notice of which the Company shall provide to the Paying Agent), each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in the Register. Subject to confirmation from the Company that such requesting holder is an Institutional Investor, the Registrar shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 3. Upon surrender of any Note at the Register Office for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver to the Registrar, and the Registrar shall then deliver, one or more new Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request (and as shall have been notified to the Company or the Registrar pursuant to Section 18 of the Note Purchase Agreement) and shall be substantially in the form of Exhibit 1-A to the Note Purchase Agreement, Exhibit 1-B to the Note Purchase Agreement or Exhibit 1-C B to the Note Purchase Agreement, as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Registrar may (and shall at the Company’s request) require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. 4. Upon receipt by the Registrar of evidence that the Company has confirmed to the Registrar is reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

Appears in 1 contract

Sources: Note Purchase Agreement (Essex Property Trust Inc)

Registrar Services. 1. In its capacity as the "Registrar" referred to in the Note Purchase Agreement (in such capacity the "Registrar") the Agent shall maintain in relation to the Notes a register (the "Register"), which shall be kept at its address (the "Register Office") that is either (i) the address set forth in Section 13.4 of the Note Purchase Agreement or (ii) such other address, address notice of which the Company has confirmed in writing has been notified to the holders of the Notes pursuant to Section 13.4 of the Note Purchase Agreement. The Register shall be made available by the Registrar to the Company for inspection and for the taking of copies or extracts therefrom at all reasonable times. 2. The name and address of each holder of one or more Notes (which, in the case of the Initial Purchasers shall be their addresses set forth in Schedule A to the Note Purchase Agreement and, in the case of any holder of the Notes shall be such address as shall otherwise have been specified by such Holder pursuant to Section 18 of the Note Purchase Agreement, notice of which the Company shall provide to the Paying Agent), each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in the Register. Subject to confirmation from the Company that such requesting holder is an Institutional Investor, the Registrar shall to give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes. 3. Upon surrender of any Note at the Register Office for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s 's attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Company shall execute and deliver to the Registrar, and the Registrar shall then deliver, one or more new Notes (as requested by the holder thereof) of the same series in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request (and as shall have been notified to the Company or the Registrar pursuant to Section 18 of the Note Purchase Agreement) and shall be substantially in the form of Exhibit 1-A 1 to the Note Purchase Agreement, Exhibit 1-B to the Note Purchase Agreement or Exhibit 1-C to the Note Purchase Agreement, as the case may be. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Registrar may (and shall at the Company’s 's request) require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000; provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. 4. Upon receipt by the Registrar of evidence that the Company has confirmed to the Registrar is reasonably satisfactory to the Company of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

Appears in 1 contract

Sources: Note Purchase Agreement (Essex Property Trust Inc)