Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. (b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Quanta Services, Inc.)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations. Subject to Section 2.15, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities Debt Securities, which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301 (11) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Sources: Indenture (Bankamerica Corp/De/)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.152.14, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.152.14, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times and during normal business hours, the Debt Security Register shall be open for to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Subject to the provisions of this Section 2.153.5 and Section 3.6 hereof, upon due presentment surrender for registration of transfer of any Registered Security at any the office or agency to be maintained by of the Company in accordance with the provisions of designated pursuant to Section 4.0210.2 hereof, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of like tenor and of any authorized denominations for and of a like aggregate principal amount, each such Security having the notation of Subsidiary Guarantees thereon if there are then any Subsidiary Guarantors. Unless and until otherwise determined Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, be deemed to have agreed that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Company by resolution Depository (or its agent), and that ownership of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities a beneficial interest in a Global Security shall be kept at required to be reflected in a book entry. At the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities option of any series (other than a Global Security) Holder, Securities may be exchanged for other Securities of like tenor or of any authorized denomination and of a like aggregate principal amount of Registered Securities amount, upon surrender of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency of the Company designated pursuant to Section 10.2 hereof. Further, at the option of any Holder, Series A Securities may be exchanged, pursuant to an Exchange Offer and subject to the terms and conditions thereof, for Series B Securities of like aggregate principal amount, upon surrender of the Series A Securities to be maintained by the Company as provided in Section 4.02exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, and the Company shall execute, the Subsidiary Guarantors, if any, shall execute notations of Subsidiary Guarantees on, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange shall be is entitled to receive.
(b) . All Registered Securities presented or surrendered for and the Subsidiary Guarantees noted thereon, if any, issued upon any registration of transfer, transfer or exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the CompanyCompany and the respective Subsidiary Guarantors, if any, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered for upon such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsexchange.
Appears in 1 contract
Sources: Indenture (Nuevo Energy Co)
Registration of Transfer and Exchange. (a) The -------------------------------------- Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Chirex Inc)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated 42 32 transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 43 33 Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. 44 34 All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1305 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Debt Securities Security which has been surrendered for a period repayment at the option of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selectedHolder, called or being called for redemption. Prior to except the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Sources: Indenture (Dvi Inc)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations. Subject to Section 2.15form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(22) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations. Subject to Section 2.15form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(9) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing the Company shall execute, and the Trustee shall authenticate and deliver, without charge to any records relating to such beneficial ownership interests.Holder,
Appears in 1 contract
Sources: Indenture (Dayton Hudson Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Junior Subordinated Debentures of each series that are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided in this Article IISecurities. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject Pursuant to Section 2.15301, upon due presentment the Company shall appoint, with respect to Junior Subordinated Debentures of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Junior Subordinated Debentures and transfers and exchanges of such Junior Subordinated Debentures as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations. Subject to Section 2.15form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Junior Subordinated Debentures are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which Junior Subordinated Debentures that the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depository for registration the Junior Subordinated Debentures of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depository for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities Junior Subordinated Debentures of such series or (b) to register if at any time the transfer Depository for the Junior Subordinated Debentures of or exchange any Debt Securities selectedsuch series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depository with respect to the due presentation Junior Subordinated Debentures of such series. If a successor Depository for registration the Junior Subordinated Debentures of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(8) shall no longer be effective with respect to the Junior Subordinated Debentures of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a Debt Security is registered as the absolute owner delivery of definitive Junior Subordinated Debentures of such Debt series, will authenticate and deliver, Junior Subordinated Debentures of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time in its sole discretion determine that the purpose Junior Subordinated Debentures of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Junior Subordinated Debentures of such series, will authenticate and deliver, Junior Subordinated Debentures of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Junior Subordinated Debentures, the Trustee, any agent Depository for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Junior Subordinated Debentures may surrender a Global Security for such series of Junior Subordinated Debentures in exchange in whole or in part for maintainingJunior Subordinated Debentures of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depository. Thereupon, supervising or reviewing any records relating to such beneficial ownership intereststhe Company shall execute, and the Trustee shall authenticate and deliver, without service charge.
Appears in 1 contract
Sources: Indenture (Land O Lakes Inc)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) All or 2.03(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series are issuable as Registered Securities) or (b) Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to register be exchanged at the transfer office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange any Debt may be effected if such Holder's Bearer Securities selected, called or being called for redemption. Prior are accompanied by payment in funds acceptable to the due presentation for registration Company and the Trustee in an amount equal to the face amount of transfer such missing Coupon or Coupons, or the surrender of any Debt Security, such missing Coupon or Coupons may be waived by the Company, Company and the Trustee, Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of harmless. If thereafter such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, Holder shall surrender to any paying agent or Registrar any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be affected entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by notice to Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsUnited States.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company Issuer shall keep or cause to be kept at the Corporate Trust Office of the Trustee for the Securities of each series a register for each series of Registered Securities issued hereunder (hereinafter collectively the register maintained in such office being herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Registered Securities and of transfers of Securities. The Trustee for the registration Securities of transfer each series is hereby initially appointed "Security Registrar" for the purpose of Registered registering Securities and transfers of Securities of such series as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any particular series at any the office or agency to be maintained by of the Company Issuer in accordance with the provisions a Place of Section 4.02Payment for that series, the Company Issuer shall execute execute, and the Trustee for the Securities of each series shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any authorized denominations, and of a like Stated Maturity and of a like series (other than a Global Security) and aggregate principal amount and with like terms and conditions. Except as set forth below, at the option of the Holder, Securities of any particular series may be exchanged for other Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount of Registered Securities and with like terms and conditions upon surrender of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by agency. Whenever any Securities are so surrendered for exchange, the Company as provided in Section 4.02Issuer shall execute, and the Company shall execute and the Trustee for such Securities shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered . Notwithstanding any other provision of this Section 305 or Section 304, unless and until it is exchanged in whole or in part for Securities presented in definitive form, a Global Security representing all or surrendered for registration a portion of transfer, exchange or payment shall (if so required the Securities of a series may not be transferred except as a whole by the CompanyDepositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for Securities of a series notifies the Issuer that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 303, the Trustee or the Registrar) be duly endorsed or be accompanied by Issuer shall appoint a written instrument or instruments of transfer, in form satisfactory successor Depositary with respect to the CompanySecurities for such series. If (i) a successor Depositary for the Securities of such series is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such ineligibility, (ii) the Issuer delivers to the Trustee for Securities of such series an Issuer Order stating that the Securities of such series shall be exchangeable, or (iii) an Event of Default under Section 501 hereof has occurred and is continuing with respect to the Securities of such series, the Trustee Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Issuer may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Issuer shall execute, and the RegistrarTrustee, duly executed upon receipt of an Issuer Order for the authentication and delivery of definitive Securities of such series, shall authenticate and deliver, Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. Upon the exchange of a Global Security for Securities in definitive form representing the aggregate principal amount of such Global Security, such Global Security shall be cancelled by the Registered Holder or his attorney duly authorized in writingTrustee. All Debt Securities issued in exchange for a Global Security pursuant to this Section 305 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Security to the persons in whose names such Securities are so registered. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the CompanyIssuer and the Guarantors, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Trustee for such exchange Security) be duly endorsed, or transferbe accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1107 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045transfer. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company Issuer shall not be required (ai) to issue, register the transfer of or exchange Securities of any Debt Securities for series during a period beginning at the opening of business 15 days next preceding any before the day of the mailing or sending of a notice of redemption of Debt Securities of such that series selected for redemption under Section 1104 and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Securities to be so redeemed, or (bii) to register the transfer of or exchange any Debt Securities selectedSecurity so selected for redemption as a whole or in part, called or being called for redemption. Prior to except the due presentation for registration of transfer unredeemed portion of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person Security being redeemed in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestspart.
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Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer and exchange of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be issued as, or exchanged for, Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee referred to in Section 13.03 and, for this purpose, the Trustee referred to in Section 13.03 shall be designated “Registrar”. .” Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Underwriters, the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations. Subject to Section 2.15, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment, provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(9) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in pan for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Sources: Indenture (Bankamerica Corp/De/)
Registration of Transfer and Exchange. (a) The Company Partnership shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company Partnership in accordance with the provisions of Section 4.02, the Company Partnership shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company Partnership by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities Debt Security Register shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company Partnership as provided in Section 4.02, and the Company Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the CompanyPartnership, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the CompanyPartnership, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the CompanyPartnership, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company Partnership may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the CompanyPartnership’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company Partnership shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the CompanyPartnership, any Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the CompanyPartnership, any Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Cou pons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Guarantor, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Guarantor, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times times, the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of DirectorsCompany, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities Debt Security Register shall be kept at the Corporate Trust Office corporate trust office of the Trustee referred to in Section 13.03 and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange exchange, or payment shall (if so required by the Company, the Trustee Trustee, or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee Trustee, and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment, or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of of, or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series being sent or (bii) to register the transfer of or exchange any Debt Securities selected, called called, or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Subsidiary Guarantors, the Trustee, any paying agent agent, or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Subsidiary Guarantors, the Trustee, any paying agent agent, or any Registrar shall be affected by notice to the contrary. None of the Company, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent agent, or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising supervising, or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company each Issuer shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of DirectorsCompany, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Debt Securities shall be kept at the Corporate Trust Office of the Trustee Trustee, and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company each Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his its attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Companyeach Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company Issuers shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for of a series either (i) during a period of beginning 15 days next preceding any mailing or sending of notice of selection for redemption of Debt Securities of such series and ending on the close of business on the day of giving the relevant notice of redemption or (ii) between a record date and the next succeeding interest payment date, or (b) to register the transfer of or exchange any Debt Securities selected, called or being Security called for redemptionredemption (except, in the case of Debt Securities to be redeemed in part, the portion not to be redeemed). Prior to the due presentation Specific procedures for registration of transfer and exchange of any series of Debt Security, Securities may be set forth in the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of applicable supplemental Indenture for such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSecurities.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.152.18, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.152.18, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.06(h) or 2.06(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.092.12), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer and exchange of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. .” Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax transfer tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the Redemption Date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, each Guarantor, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Guarantors, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1305 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Debt Securities Security which has been surrendered for a period repayment at the option of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selectedHolder, called or being called for redemption. Prior to except the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or series, (b) to register the transfer of or exchange any Debt Securities (i) selected, called or being called for redemptionredemption or (ii) between a record date and the relevant payment date. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Steel Dynamics Inc)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1102, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations. Subject to Section 2.15form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1102, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(22) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities Debt Security Register shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”. Registered ." Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Company, the Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Acin LLC)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1102, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt Security Register”), ) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a “Security Registrar” for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations. Subject to Section 2.15form and denomination, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1102, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency of (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company’s election pursuant to Section 301(22) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Sources: Indenture (M&i Capital Trust C)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee for the Securities of each series a register for each series of Registered Securities issued hereunder (hereinafter collectively the register maintained in such office being herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Trustee for the registration Securities of transfer each series is hereby initially appointed "Security Registrar" for the purpose of registering Registered Securities and transfers of Registered Securities of such series as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any particular series at any the office or agency to be maintained by of the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee for the Securities of each series shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of any authorized denominations for denominations, and of a like Stated Maturity and of a like series and aggregate principal amount. Unless amount and until otherwise determined with like terms and conditions having endorsed thereon a Guarantee duly executed by the Company by resolution Guarantor. Except as set forth below, at the option of the Board Holder, Registered Securities of Directorsany particular series may be exchanged for other Registered Securities of any authorized denominations, and of a like Stated Maturity and of a like series and aggregate principal amount and with like terms and conditions, having endorsed thereon a Guarantee duly executed by the register of the Company for the purpose of registrationGuarantor, exchange or registration of transfer upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee for such Securities shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Except as otherwise specified pursuant to Section 301, Registered Securities may not be kept at the Corporate Trust Office exchanged for Bearer Securities. Notwithstanding any other provision of this Section or Section 304, unless and until it is exchanged in whole or in part for Registered Securities in definitive form, a Global Security representing all or a portion of the Trustee andRegistered Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Holder, for this purpose, the Trustee shall be designated “Registrar”. Registered Bearer Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other any authorized denominations. Subject to Section 2.15denominations and of a like aggregate principal amount and with like terms and provisions having endorsed thereon a Guarantee duly executed by the Guarantor, Registered upon surrender of the Bearer Securities to be exchanged at any office or agency of the Company in a Place of Payment for that series, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Guarantor (or to the Trustee for the Security in case of matured coupons in default) in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company, the Guarantor and such Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency of the Company in a Place of Payment for that series located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and with like terms and conditions having endorsed thereon a Guarantee duly executed by the Guarantor after the close of business at such office or agency on or after (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency proposed date for payment, as the case may be (or, if such coupon is so surrendered with such Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be maintained by payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company as provided in Section 4.02shall execute, and the Company shall execute and the Trustee for such Securities shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange shall be is entitled to receive.
. If at any time the Depositary for Securities of a series in registered form notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 303, the Company shall appoint a successor Depositary with respect to the Securities for such series. If (bi) All a successor Depositary for the Securities of such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, (ii) the Company delivers to the Trustee for Securities of such series in registered form a Company Order stating that the Securities of such series shall be exchangeable, or (iii) an Event of Default under Section 501 hereof has occurred and is continuing with respect to the Securities of such series, the Company's election pursuant to Section 301 shall no longer be effective with respect to the Securities for such series and the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of such series, will authenticate and deliver Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Registered Securities presented of any series issued in the form of one or surrendered more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for registration the authentication and delivery of transferdefinitive Registered Securities of such series, will authenticate and deliver, Registered Securities of such series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or payment shall (if so required Securities. If specified by the CompanyCompany pursuant to Section 301 with respect to a series of Securities in registered form, the Trustee Depositary for such series of Securities may surrender a Global Security for such series of Securities in exchange in whole or the Registrar) be duly in part for Securities of such series of like tenor and terms having endorsed or be accompanied by thereon a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, Guarantee duly executed by the Guarantor and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute, and the Trustee shall authenticate and deliver, without service charge, (i) to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms having endorsed thereon a Guarantee duly executed by the Guarantor and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person's beneficial interest in the Global Security; and (ii) to such Depositary a new Global Security of like tenor and terms having endorsed thereon a Guarantee duly executed by the Guarantor and in a denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. Upon the exchange of a Global Security for Securities in definitive form, such Global Security shall be cancelled by the Trustee. Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Registered Security to the persons in whose names such Securities are so registered. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee for such exchange Security) be duly endorsed, or transferbe accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar for such series duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1107 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any Debt Securities for series during a period beginning at the opening of business 15 days next preceding any before the day of the mailing or sending of a notice of redemption of Debt Securities of such that series selected for redemption under Section 1104 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (bii) to register the transfer of or exchange any Debt Securities selectedRegistered Security so selected for redemption as a whole or in part, called except the unredeemed portion of any Security being redeemed in part, or being called (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided, however, that such Registered Security shall be simultaneously surrendered for redemption. Prior to the due presentation for registration Furthermore, notwithstanding any other provision of transfer of any Debt Securitythis Section 305, the CompanyCompany will not be required to exchange any Securities if, as a result of the exchange, the Trustee, Company would suffer adverse consequences under any paying agent United States law or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsregulation.
Appears in 1 contract
Sources: Indenture (Keyspan Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause With respect to be kept a the transfer and exchange of Definitive Securities: when Definitive Securities are presented to the Trustee with the request (x) to register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered the Definitive Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open or (y) to exchange such Definitive Securities for inspection by the Trustee. Subject to Section 2.15an equal principal amount of Definitive Securities of other authorized denominations, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange:
(i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Trustee duly executed by the Holder thereof or by its attorney, duly authorized in writing; and
(ii) shall, in the case of Transfer Restricted Securities that are Definitive Securities, except if exchanged for an Exchange Note in the Exchange Offer, be accompanied by the following additional information and deliver documents, as applicable
(A) if such Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the transferee form of Exhibit C hereto); or
(B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act or transferees pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a new Registered certification to that effect (in substantially the form of Exhibit C hereto); or
(C) if such Transfer Restricted Security or Registered is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of authorized denominations for a like aggregate principal amount. Unless Exhibit C hereto) and until otherwise determined by an opinion of counsel reasonably acceptable to the Company by resolution of and to the Board of Directors, Registrar to the register of effect that such transfer is in compliance with the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receiveAct.
(b) All Registered Securities presented or surrendered The following restrictions apply to any transfer of a Definitive Security for registration a beneficial interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Global Security except, until and upon satisfaction of transfer, exchange or payment shall (if so required the requirements set forth below. Upon receipt by the CompanyTrustee of a Definitive Security, the Trustee or the Registrar) be duly endorsed or be accompanied by a appropriate written instrument or instruments of transfer, in form satisfactory to the CompanyTrustee, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for together with:
(i) if such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that Definitive Security is a transferor Transfer Restricted Security and such transfer is not being made in connection with the Exchange Offer, certification, substantially in the form of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligationsExhibit C hereto, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of that such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Definitive Security is registered being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the absolute owner of such Debt Security for Securities Act) in accordance with Rule 144A under the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, Securities Act; and
(ii) whether or not such Debt Definitive Security is overduea Transfer Restricted Security, and none written instructions directing the Trustee to make an endorsement on the Global Security to reflect an increase in the aggregate principal amount of the CompanySecurities represented by the Global Security, then the Trustee shall cancel such Definitive Security and cause, in accordance with the standing instructions and procedures existing between it and the Depositary, the Trusteeaggregate principal amount of Securities represented by the Global Security to be increased accordingly. If no Global Securities are then outstanding, any paying agent the Company shall issue and, upon receipt of a written authentication order in the form of an Officers' Certificate, the Trustee shall authenticate a new Global Security in the appropriate principal amount.
(c) The transfer and exchange of Global Securities or Registrar beneficial interests therein shall be affected by notice effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.
(d) With respect to the contrary. None transfer of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, a beneficial ownership interests of interest in a Global Security or for maintaining, supervising or reviewing any records relating to a Definitive Security:
(i) Any person having a beneficial interest in a Global Security may upon request exchange such beneficial ownership interests.interest for a Definitive Security. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary or its nominee on behalf of any person having a beneficial interest in
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep keep, at an office or cause to be kept agency maintained by the Company in accordance with the provisions of Section 4.03, a register for each series of Registered registered Securities issued hereunder (hereinafter collectively such register being herein referred to as the “Debt "Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register Securities of such series and shall register the registration of Registered Securities and the registration of transfer of Registered such Securities as provided in this Article IITwo provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15Sections 2.01 and 2.03, upon due presentment for registration of transfer of any Registered such Security at any such office or agency to be maintained by agency, or such other offices or agencies as the Company in accordance with the provisions of Section 4.02may designate, the Company shall execute and the Trustee shall authenticate and deliver make available for delivery in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a denominations, of the same series and of like aggregate principal amountamount at Stated Maturity. Unless and until otherwise determined by the Company by resolution or pursuant to one or more resolutions of the Board of Directors, the register of the Company Security Register for the purpose of registration, exchange or registration of transfer of the Registered registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “the "Security Registrar”". Registered Subject to Sections 2.01 and 2.03, at the option of the Holder, Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of like aggregate principal amount at Stated Maturity and of other authorized denominations. Subject to Section 2.15, Registered Securities to be so exchanged shall be surrendered at the office offices or agency agencies to be maintained by the Company as provided in Section 4.024.03, and the Company shall execute and the Trustee shall authenticate and deliver make available for delivery in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) . All Registered Securities presented or surrendered for registration of transfer, exchange exchange, redemption or payment shall (if so required by the Company, the Trustee Company or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee Company and the Security Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The ---------------------------------------------------- Company shall keep or cause to be kept in one of the offices designated pursuant to Section 602, with respect to the Securities of each series, a register for each series of Registered Securities issued hereunder (hereinafter all registers kept in accordance with this Section being collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it ----------------- may prescribe, the Company shall provide for the registration of Registered Securities of such series, or any Tranche thereof, and the registration of transfer thereof. The Company shall designate one Person to maintain the Security Register for the Securities of Registered each series on a consolidated basis, and such Person is referred to herein, with respect to such series, as the "Security Registrar." Anything ------------------- herein to the contrary notwithstanding, the Company may designate one or more of its offices as an office in which a register with respect to the Securities as of one or more series shall be maintained, and the Company may designate itself the Security Registrar with respect to one or more of such series, provided in this Article IIthat there may only be one Security Register for the Securities of each series. At all reasonable times the Debt The Security Register shall be open for inspection by the TrusteeTrustee and the Company at all reasonable times. Subject Except as otherwise specified as contemplated by Section 301 with respect to Section 2.15the Securities of any series, or any Tranche thereof, upon due presentment surrender for registration of transfer of any Registered Security of such series or Tranche at any the office or agency to be maintained by of the Company maintained pursuant to Section 602 in accordance with the provisions a Place of Section 4.02Payment for such series or Tranche, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series and Tranche, of other authorized denominationsdenominations and of like tenor and aggregate principal amount. Subject Except as otherwise specified as contemplated by Section 301 with respect to Section 2.15the Securities of any series, Registered or any Tranche thereof, any Security of such series or Tranche may be exchanged at the option of the Holder, for one or more new Securities of the same series and Tranche, of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged shall be surrendered at the any such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange shall be is entitled to receive.
(b) . All Registered Securities presented or surrendered for delivered upon any registration of transfer, transfer or exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company, the Trustee or transferthe Security Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the Company, the Trustee or the Security Registrar, as the case may be, duly executed by the Holder thereof or his attorney duly authorized in writing. No Unless otherwise specified as contemplated by Section 301 with respect to Securities of any series, or any Tranche thereof, no service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 406 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1206 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required to execute or to provide for the registration of transfer of or the exchange of (a) to issueSecurities of any series, register the transfer of or exchange any Debt Securities for Tranche thereof, during a period of 15 days next immediately preceding any mailing or sending the date notice is to be given identifying the serial numbers of notice of redemption of Debt the Securities of such series or Tranche called for redemption or (b) to register any Security so selected for redemption in whole or in part, except the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer unredeemed portion of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person Security being redeemed in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestspart.
Appears in 1 contract
Sources: Indenture (Firstenergy Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1405 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1303 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Debt Securities Security which has been surrendered for a period repayment at the option of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selectedHolder, called or being called for redemption. Prior to except the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Sources: Indenture (CSC Parent Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause With respect to be kept a the transfer and exchange of Definitive Securities: when Definitive Securities are presented to the Trustee with the request (x) to register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered the Definitive Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open or (y) to exchange such Definitive Securities for inspection by the Trustee. Subject to Section 2.15an equal principal amount of Definitive Securities of other authorized denominations, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, however, that the Definitive Securities presented or surrendered for register of transfer or exchange:
(i) shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Trustee duly executed by the Holder thereof or by its attorney, duly authorized in writing; and
(ii) shall, in the case of Transfer Restricted Securities that are Definitive Securities, except if exchanged for an Exchange Note in the Exchange Offer, be accompanied by the following additional information and deliver documents, as applicable
(A) if such Transfer Restricted Security is being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification from such Holder to that effect (in substantially the transferee form of Exhibit C hereto); or
(B) if such Transfer Restricted Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act or transferees pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a new Registered certification to that effect (in substantially the form of Exhibit C hereto); or
(C) if such Transfer Restricted Security or Registered is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect (in substantially the form of authorized denominations for a like aggregate principal amount. Unless Exhibit C hereto) and until otherwise determined by an opinion of counsel reasonably acceptable to the Company by resolution of and to the Board of Directors, Registrar to the register of effect that such transfer is in compliance with the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receiveAct.
(b) All Registered Securities presented or surrendered The following restrictions apply to any transfer of a Definitive Security for registration a beneficial interest in a Global Security. A Definitive Security may not be exchanged for a beneficial interest in a Global Security except until and upon satisfaction of transfer, exchange or payment shall (if so required the requirements set forth below. Upon receipt by the CompanyTrustee of a Definitive Security, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(i) if such Definitive Security is a Transfer Restricted Security and such transfer is not being made in connection with the Exchange Offer, certification, substantially in the form of Exhibit C hereto, that such Definitive Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act; and
(ii) whether or not such Definitive Security is a Transfer Restricted Security, written instructions directing the Trustee to make an endorsement on the Global Security to reflect an increase in the aggregate principal amount of the Securities represented by the Global Security, then the Trustee shall cancel such Definitive Security and cause, in accordance with the standing instructions and procedures existing between it and the Depositary, the aggregate principal amount of Securities represented by the Global Security to be increased accordingly. If no Global Securities are then outstanding, the Company shall issue and, upon receipt of a written authentication order in the form of an Officers' Certificate, the Trustee shall authenticate a new Global Security in the appropriate principal amount.
(c) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.
(d) With respect to the transfer of a beneficial interest in a Global Security for a Definitive Security:
(i) Any person having a beneficial interest in a Global Security may upon request exchange such beneficial interest for a Definitive Security. Upon receipt by the Trustee of written instructions or such other form of instructions as is customary for the Depositary or its nominee on behalf of any person having a beneficial interest in a Global Security constituting a Transfer Restricted Security only, except if exchanged for an Exchange Note in the Exchange Offer, the following additional information and documents (all of which may be submitted by facsimile):
(B) if such beneficial interest is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act or pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act, a certification to that effect from the transferor (in substantially the form of Exhibit C hereto); or
(C) if such beneficial interest is being transferred in reliance on another exemption from the registration requirements of the Securities Act, a certification to that effect from the transferee or transferor (in substantially the form of Exhibit C hereto) and an opinion of counsel from the transferee or transferor reasonably acceptable to the Company and to the Registrar to the effect that such transfer is in compliance with the Securities Act, then the Trustee will cause, in accordance with the standing instructions and procedures existing between it and the Depositary, the aggregate principal amount of the Global Security to be reduced and, following such reduction, the Company will execute and, upon receipt of a written authentication order in the form of an Officers' Certificate, the Trustee will authenticate and deliver to the transferee a Definitive Security.
(ii) Definitive Securities issued in exchange for a beneficial interest in a Global Security pursuant to this Section 2.5 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall in writing instruct the Trustee. The Trustee shall deliver such Definitive Securities to the persons in whose name such Securities are so registered.
(e) Notwithstanding any other provisions of this Indenture (other than the provisions set forth in subsection (f) of this Section 2.5), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
(f) The following relates to the authentication of Definitive Securities in the absence of the Depositary. If at any time: (i) the Depositary for the Securities notifies the Company that the Depositary is unwilling or unable to continue as Depositary for the Global Securities and a successor Depositary for the Global Securities is not appointed by the Company within 90 days after delivery of such notice; or (ii) the Company, at its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Definitive Securities under this Indenture, then the Company will execute, and the Trustee, upon receipt of a written order in the form of an Officers' Certificate requesting the authentication and delivery of Definitive Securities, will authenticate and deliver Definitive Securities, in an aggregate principal amount equal to the principal amount of the Global Securities, in exchange for such Global Securities.
(i) Except as otherwise agreed to by the Company, the Trustee and the Registrar, duly executed Holder thereof or as permitted by the Registered Holder or his attorney duly authorized in writing. All Debt following paragraph (ii), each Rule 144A Note certificate evidencing the Global Securities and the Definitive Securities (and all Securities other than Exchange Notes issued in exchange for therefor or upon substitution thereof) shall bear a legend in substantially the following form: THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER SUCH LAWS. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HERETO AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATED PERSON OF THE COMPANY WAS THE OWNER OF THIS SECURITY UNLESS SUCH OFFER, SALE OR OTHER TRANSFER IS (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a)(1), (a)(2), (a)(3) OR (a)(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN EACH OF THE FOREGOING CASES SUCH OFFER, SALE OR OTHER TRANSFER IS IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM CONTAINED IN THE INDENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE THEN HOLDER OF THIS SECURITY AFTER THE RESALE RESTRICTION TERMINATION DATE. ANY TRANSFEREE OF THIS SECURITY SHALL BE DEEMED TO HAVE REPRESENTED EITHER (A) THAT IT IS NOT USING THE ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT ("ERISA") OR THE INTERNAL REVENUE CODE (THE "CODE") TO PURCHASE THIS SECURITY OR (B) THAT ITS PURCHASE AND CONTINUED HOLDING OF THE SECURITY WILL BE COVERED BY A U.S. DEPARTMENT OF LABOR CLASS EXEMPTION (WITH RESPECT TO PROHIBITED TRANSACTIONS UNDER SECTION 406(a) OF ERISA).
(ii) Upon any sale or transfer of Debt a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act or an effective registration statement under the Securities Act (including the Shelf Registration Statement):
(A) in the case of any Transfer Restricted Security that is a Definitive Security, the Registrar shall permit the Holder thereof to exchange such Transfer Restricted Security for a Definitive Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security; and
(B) any such Transfer Restricted Security represented by a Global Security shall not be subject to the provisions set forth in (i) above (such sales or transfers being subject only to the provisions of Section 2.5(c) hereof); provided, however, that with respect to any request for an exchange of a Transfer Restricted Security that is represented by a Global Security for a Definitive Security that does not bear a legend, which request is made in reliance upon Rule 144 or an effective registration statement, the Holder thereof shall certify in writing to the Registrar that such request is being made pursuant to Rule 144 or an effective registration statement (such certification to be substantially in the form of Exhibit C hereto.)
(h) At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, repurchased or cancelled, such Global Security shall be returned to or retained and cancelled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for Definitive Securities, redeemed, repurchased or cancelled, the principal amount of Securities represented by such Global Security shall be reduced and an endorsement shall be made on such Global Security, by the Trustee or the Securities Custodian, at the direction of the Trustee, to reflect such reduction.
(i) All Definitive Securities and Global Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Definitive Securities or Global Securities surrendered for upon such exchange registration of transfer or transferexchange. No service charge shall be made to a Holder for any exchange or registration of transfer of Debt Securities or exchange (except as provided by Section 2.09otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in relation thereto, payable and any other than those expressly provided in this Indenture to be made at expenses (including the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it fees and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent expenses of the Trustee, any paying agent ) in connection therewith (other than such transfer tax or any Registrar will have any responsibility similar governmental charge payable upon exchanges pursuant to Section 2.6 or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests9.5).
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company ------------------------------------- shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and, upon receipt of a Company Order requesting authentication and delivery, the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Except as otherwise specified pursuant to Section 2.03, in no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and, upon receipt of a Company Order requesting the authentication and delivery, the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(7) or 2.03(18) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security -------- ------- shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section -------- ------- 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and, upon receipt of a Company Order requesting the authentication and delivery, the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding the day of any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant -------- ------- to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None Title to any Bearer Security and any Coupons appertaining thereto shall pass by delivery. The Company, the Trustee, the paying agent and any agent of the Company or the Trustee may treat the bearer of any Bearer Security and the bearer of any Coupon as the absolute owner of such Bearer Security or Coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Bearer Security or Coupon be overdue, and none of the Company, the Trustee, the paying agent or any agent of the Trustee, any paying agent Company or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating Trustee shall be affected by notice to such beneficial ownership intereststhe contrary.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Debt Securities shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee Trustee, which on the date of this Indenture is located at [________________], Attention: [_______], and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Guarantor, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Guarantor, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Company, the Guarantor, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Energy USA XXI, Inc.)
Registration of Transfer and Exchange. (a) The Company Partnership shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company Partnership in accordance with the provisions of Section 4.02, the Company Partnership shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company Partnership by resolution of the Board of Directors, the register of the Company Partnership for the purpose of registration, exchange or registration of transfer of the Registered Debt Securities shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”. Registered ." Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company Partnership as provided in Section 4.02, and the Company Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the CompanyPartnership, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the CompanyPartnership, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the CompanyPartnership, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company Partnership may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s Partnership's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company Partnership shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the CompanyPartnership, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the CompanyPartnership, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the CompanyPartnership, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Pacific Energy Group LLC)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may - 29 - be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any permanent global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue in its capacity as Depository and a successor depositary is not appointed by the Company within 60 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities of the same series. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Depository or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special - 30 - Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1305 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the date of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the date of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Debt Securities Security which has been surrendered for a period repayment at the option of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selectedHolder, called or being called for redemption. Prior to except the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Sources: Indenture (Newell Co)
Registration of Transfer and Exchange. (a) The Company Partnership shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company Partnership shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company Partnership in accordance with the provisions of Section 4.02, the Company Partnership shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company Partnership by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities Debt Security Register shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company Partnership as provided in Section 4.02, and the Company Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the CompanyPartnership, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the CompanyPartnership, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the CompanyPartnership, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company Partnership may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the CompanyPartnership’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company Partnership shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the CompanyPartnership, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the CompanyPartnership, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the CompanyPartnership, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for (i) any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for Security, (ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests, (iii) any failure of the Depositary for such Global Security to process any notices to Holders required or permitted hereunder, (iv) any selection of beneficial ownership interests to be redeemed in connection with any redemption hereunder or (v) any other action taken by such Depositary for or on behalf of the owners of such beneficial interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to Except as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as otherwise provided in or under this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15Indenture, upon due presentment surrender for registration of transfer of any Registered Security Subordinated Note of any Series at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02for such Series, the Company shall execute will execute, and the Trustee shall will authenticate and deliver deliver, in the name of the designated transferee or transferees transferees, one or more new Subordinated Notes of the same Series denominated as authorized in or under this Indenture, of a new Registered Security like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. Except as otherwise provided in or Registered Securities under this Indenture, at the option of the Holder, Subordinated Notes of any Series may be exchanged for other Subordinated Notes of the same Series containing identical terms and provisions, in any authorized denominations for denominations, and of a like aggregate principal amount, upon surrender of the Subordinated Notes to be exchanged at any office or agency for such Series. Unless and until otherwise determined by Whenever any Subordinated Notes are so surrendered for exchange, the Company by resolution of will execute, and the Board of DirectorsTrustee will authenticate and deliver, the register Subordinated Notes that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or under this Indenture, the global Subordinated Notes of any Series will be exchangeable for definitive certificated Subordinated Notes of such Series only if (i) the Depositary for such global Subordinated Notes notifies the Company that it is unwilling or unable to continue as a Depositary for such global Subordinated Notes or at any time the Depositary for such global Subordinated Notes ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or regulation, and no successor Depositary for such Subordinated Notes will have been appointed within 90 days of such notification or of the Company for the purpose of registration, exchange or registration of transfer becoming aware of the Registered Securities shall Depositary’s ceasing to be kept at so registered, as the Corporate Trust Office case may be, (ii) the Company, in its sole discretion, determines that the Subordinated Notes of such Series will no longer be represented by one or more global Subordinated Notes and executes and delivers to the Trustee a Company Order to the effect that such global Subordinated Notes will be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to such Subordinated Notes. If the beneficial owners of interests in a global Subordinated Note are entitled to exchange such interests for definitive Subordinated Notes as the result of an event described in clause (i), (ii) or (iii) of the preceding paragraph, then without unnecessary delay, but in any event not later than the earliest date on which such interests may be so exchanged, the Company will deliver to the Trustee anddefinitive Subordinated Notes in such form and denominations as are required by or under this Indenture, and of the same Series, containing identical terms and in aggregate principal amount equal to the principal amount of such global Subordinated Note, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such global Subordinated Note will be surrendered from time to time by the Depositary (or its custodian) as will be specified in the Company Order with respect thereto (which the Company agrees to deliver), and in accordance with instructions given to the Trustee and the Depositary (which instructions will be in writing but need not be contained in or accompanied by an Officers’ Certificate or be accompanied by an Opinion of Counsel), as will be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or in part, for this purposedefinitive Subordinated Notes as described above without charge. The Trustee will authenticate and make available for delivery, the Trustee shall be designated “Registrar”. Registered Securities in exchange for each portion of any series (other than a Global Security) may be exchanged for such surrendered global Subordinated Note, a like aggregate principal amount of Registered Securities definitive Subordinated Notes of the same series Series of other authorized denominations. Subject to Section 2.15, Registered Securities denominations and of like tenor as the portion of such global Subordinated Note to be exchanged shall exchanged, which will be surrendered in the form of registered Subordinated Notes, and which will be in such denominations and registered in such names, as will be specified by the Depositary; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Subordinated Notes of the same Series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Subordinated Note will be returned by the Trustee to such Depositary (or its custodian) or such other Depositary (or its custodian) referred to above in accordance with the instructions of the Company referred to above, and the Trustee will endorse such global Subordinated Note to reflect the decrease in the principal amount thereof resulting from such exchange. If a Subordinated Note is issued in exchange for any portion of a global Subordinated Note after the close of business at the office or agency for such Subordinated Note where such exchange occurs on or after (i) any Regular Record Date for such Subordinated Note and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such Subordinated Note and before the opening of business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Subordinated Note, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Subordinated Note will be maintained by payable under the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) provisions of this Indenture. All Registered Securities presented or surrendered for Subordinated Notes issued upon any registration of transfer, transfer or exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall Subordinated Notes will be the valid obligations of the Company, Company evidencing the same debt, debt and entitled entitling the Holders thereof to the same benefits under this Indenture as the Debt Securities Subordinated Notes surrendered upon such registration of transfer or exchange. Every Subordinated Note presented or surrendered for such registration of transfer or for exchange or transferredemption will (if so required by the Company or the Registrar for such Subordinated Note) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar for such Subordinated Note duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall will be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Subordinated Notes, or any redemption or repayment of Subordinated Notes, or any conversion or exchange of Subordinated Notes for other types of securities or property, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Subordinated Notes, other than those expressly exchanges in accordance with Section 207, Section 805 or Section 1007, upon repayment or repurchase in part of any Subordinated Note in accordance with Article X, or upon surrender in part of any Subordinated Note for conversion or exchange into Common Stock or other securities or property in accordance with its terms, in each case not involving any transfer. Except as otherwise provided in or under this Indenture to be made at Indenture, the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall will not be required (ai) to issue, register the transfer of or exchange any Debt Securities for Subordinated Notes during a period beginning at the opening of business 15 days next preceding any mailing or sending before the day of notice of the selection for redemption of Debt Securities Subordinated Notes of like tenor and terms and of the same Series under Section 1003 and ending at the close of business on the day of such series selection, or (bii) to register the transfer of or exchange any Debt Securities selectedSubordinated Note, called or being called portion thereof, so selected for redemption, except in the case of any Subordinated Note to be redeemed in part, the portion thereof not to be redeemed. Prior The Trustee will have no obligation or duty to the due presentation for registration of monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Debt Security, the Company, the Trustee, interest in any paying agent Subordinated Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner global Subordinated Note) other than to require delivery of such Debt Security for certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the purpose of receiving payment of principal terms of, and premium, if anythis Indenture, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of to examine the Company, same to determine substantial compliance as to form with the Trustee, express requirements hereof. Neither the Trustee nor any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar Paying Agent will have any responsibility or liability for any aspect of actions taken or not taken by the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsDepositary.
Appears in 1 contract
Sources: Subordinated Debt Indenture (Guaranty Bancshares Inc /Tx/)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of 34 25 Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amountamount and tenor. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series and tenor of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding before the day of any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to redemption (except the due presentation unredeemed portion of Debt Securities called for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person redemption in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestspart).
Appears in 1 contract
Sources: Indenture (Sherwin Williams Co)
Registration of Transfer and Exchange. (a) The Company shall keep or cause Subject to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to any applicable laws and such reasonable regulations as it may prescribe, the Company shall provide Registrar has agreed to keep the Register at its registered offices in Buenos Aires, Argentina set forth in Section 12.4 hereof for the registration of Registered Securities ownership, exchange, and transfer of the Securities. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Securities. The Co-Registrar shall give prompt written notice to the Registrar and the Registrar likewise has agreed to give prompt written notice to the Co-Registrar of any registration of transfer of Registered Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registrationownership, exchange or registration of transfer of Securities. Included in the Registered books and records for the Securities shall be kept at notations as to whether such Securities have been paid, exchanged or transferred and cancelled or lost, stolen, mutilated or destroyed and whether such Securities have been replaced. In the Corporate Trust Office case of the Trustee and, for this purposereplacement of any of the Securities, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02Registrar has agreed to, and the Company shall execute Co-Registrar shall, keep a record of the Security so replaced and the Trustee shall authenticate and deliver Security issued in exchange therefor replacement thereof. In the Registered Security or Registered Securities which case of the Holder making cancellation of any of the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the CompanySecurities, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferRegistrar has agreed to, in form satisfactory to the Company, the Trustee and the RegistrarCo-Registrar shall, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations keep a record of the Company, evidencing Security so cancelled and the same debt, date on which such Security was cancelled. The costs and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for expenses of effecting any exchange or registration of transfer except for the expense of Debt Securities delivery by other than regular mail (if any) and except as provided by Section 2.09), but for the Company may require payment of a sum sufficient to cover any tax or other governmental charge charges or insurance charges that may be imposed with respect thereto shall be borne by the Company. Upon presentation for exchange or transfer of any Security at the office of either the Registrar or the Co-Registrar or, for so long as any series of Securities is listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Luxembourg Transfer Agent accompanied by a written instrument of exchange or transfer in relation theretoa form approved by the Company and the Registrar or Co-Registrar, as the case may be, executed by the registered Holder or his attorney-in-fact duly authorized in writing, and upon completion of any certification required by the terms of this Indenture, such Security shall be exchanged or transferred upon the Register, and one or more new Securities shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Security shall be effective under this Indenture or the Securities unless and until such Security has been registered in the name of such Person in the Register. Furthermore, the exchange or transfer of any Security shall not be effective under this Indenture or the Securities unless the request for such exchange or transfer is made by the registered Holder or by a duly authorized attorney-in-fact at the office of the Registrar, the Co-Registrar or, for so long as any series of Securities is listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Luxembourg Transfer Agent. Certificated Securities may be exchanged or transferred in whole or in part for other than those expressly Certificated Securities of any authorized denominations and of a like tenor and aggregate principal amount by surrendering such Certificated Securities at the office of the Registrar or Co-Registrar with a written instrument of transfer as provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsIndenture.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause Subject to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to any applicable laws and such reasonable regulations as it may prescribe, the Company shall provide Registrar has agreed to keep the Register at its registered offices in Buenos Aires, Argentina set forth in Section 12.4 hereof for the registration of Registered Securities ownership, exchange, and transfer of the Securities. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Securities. The Co-Registrar shall give prompt written notice to the Registrar and the Registrar likewise has agreed to give prompt written notice to the Co-Registrar of any registration of transfer of Registered Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registrationownership, exchange or registration of transfer of Securities. Included in the Registered books and records for the Securities shall be kept at notations as to whether such Securities have been paid, exchanged or transferred and cancelled or lost, stolen, mutilated or destroyed and whether such Securities have been replaced. In the Corporate Trust Office case of the Trustee and, for this purposereplacement of any of the Securities, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02Registrar has agreed to, and the Company shall execute Co-Registrar shall, keep a record of the Security so replaced and the Trustee shall authenticate and deliver Security issued in exchange therefor replacement thereof. In the Registered Security or Registered Securities which case of the Holder making cancellation of any of the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the CompanySecurities, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferRegistrar has agreed to, in form satisfactory to the Company, the Trustee and the RegistrarCo-Registrar shall, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations keep a record of the Company, evidencing Security so cancelled and the same debt, date on which such Security was cancelled. The costs and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for expenses of effecting any exchange or registration of transfer except for the expense of Debt Securities delivery by other than regular mail (if any) and except as provided by Section 2.09), but for the Company may require payment of a sum sufficient to cover any tax or other governmental charge charges or insurance charges that may be imposed with respect thereto shall be borne by the Company. Upon presentation for exchange or transfer of any Security at the office of either the Registrar or the Co-Registrar or, for so long as any series of Securities is listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Luxembourg Transfer Agent accompanied by a written instrument of exchange or transfer in relation theretoa form approved by the Company and the Registrar or Co-Registrar, as the case may be, executed by the registered Holder or his attorney-in-fact duly authorized in writing, and upon completion of any certification required by the terms of this Indenture, such Security shall be exchanged or transferred upon the Register, and one or more new Securities shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of a Security shall be effective under this Indenture or the Securities unless and until such Security has been registered in the name of such Person in the Register. Furthermore, the exchange or transfer of any Security shall not be effective under this Indenture or the Securities unless the request for such exchange or transfer is made by the registered Holder or by a duly authorized attorney-in-fact at the office of the Registrar, the Co-Registrar or, Table of Contents for so long as any series of Securities is listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, the Luxembourg Transfer Agent. Certificated Securities may be exchanged or transferred in whole or in part for other than those expressly Certificated Securities of any authorized denominations and of a like tenor and aggregate principal amount by surrendering such Certificated Securities at the office of the Registrar or Co-Registrar with a written instrument of transfer as provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsIndenture.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at an office or agency to be maintained by the Company in accordance with Section 1102 a register (being the combined register of the Security Registrar and all additional transfer agents designated pursuant to Section 1102 for each series the purpose of Registered registration of transfer of Securities issued hereunder (hereinafter and sometimes collectively referred to as the “Debt Security Register”), ) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided in this Article IISecurities. The Chase Manhattan Bank (National Association) is hereby appointed the initial Security Registrar, with the Security Register initially to be kept at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, New York 10081. At all reasonable times each register maintained by the Debt Security Register Registrar and any additional transfer agents shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company maintained pursuant to Section 1102 for such purpose in accordance with the provisions a Place of Section 4.02Payment for such series, the Company shall execute execute, and the Trustee shall authenticate and deliver make available for delivery, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other any authorized denominationsdenominations and of a like aggregate principal amount and tenor. Subject to Section 2.15At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Securities to be exchanged shall be surrendered at the any such office or agency to be maintained by the Company as provided in Section 4.02, and agency. Whenever any Securities are so surrendered for exchange. the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor make available for delivery, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified as contemplated by Section 202 or Section 301, as the case may be, Bearer Securities may not be issued in exchange for Registered Securities. At the option of the Holder and unless otherwise specified as contemplated by Section 202 or Section 301, as the case may be, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured Coupons and all matured Coupons in default appertaining thereto. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1102, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 202 or Section 301, as the case may be, any definitive global Bearer Security shall be exchangeable only as provided in this paragraph. If the beneficial owners of interests in a definitive global Bearer Security are entitled to exchange such interests for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 202 or Section 301, as the case may be, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in an aggregate principal amount equal to the principal amount of such definitive global Bearer Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such definitive global Bearer Security shall be surrendered by the Common Depositary or such other depositary or Common Depositary) as shall be specified in the Company Order or Medium-Term Debt Securities Certificate, as the case may be, with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and make available for delivery, in exchange for each portion of such definitive global Bearer Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such definitive global Bearer Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 202 or Section 301, as the case may be, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 Business Days before any selection of Securities of that series to be redeemed and ending on the relevant Redemption Date; provided .further that no Bearer Security delivered in exchange for a portion of a definitive global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a definitive global Bearer Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such definitive global Bearer Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or transferthe Trustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar or any transfer agent duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 403, 1006 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1207 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any Debt Securities for series during a period beginning at the opening of business 15 days next preceding Business Days before any selection of Securities of that series to be redeemed and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing or sending of the relevant notice of redemption of Debt and (B) if Securities of such the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the day of mailing of the relevant notice of redemption, or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called Registered Security so selected for redemption. Prior to , in whole or in part, except the due presentation for registration of transfer unredeemed portion of any Debt SecuritySecurity being redeemed in part, the Company, the Trustee, or (iii) to exchange any paying agent or any Registrar Bearer Security so selected for redemption except that such a Bearer Security may deem be exchanged for a Registered Security of that series and treat the Person in whose name a Debt like tenor; provided that such Registered Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability simultaneously surrendered for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredemption.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purpose of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations. Subject to Section 2.15, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment, provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(11) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or more Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Sources: Indenture (Bankamerica Corp/De/)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.152.17, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.152.17, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.05(h) or 2.05(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.11, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.092.11), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (American Oil & Gas Inc)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities Debt Security Register shall be kept at the Corporate Trust Office principal corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Company, the Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Independence Land Co LLC)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of its offices or agencies maintained pursuant to Section 1002 a register for each series of Registered Securities issued hereunder (hereinafter collectively the register maintained in such office being herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Debt Securities and of transfers and exchanges of Debt Securities. Said office or agency is hereby appointed "Security Registrar" for the registration purpose of transfer registering Debt Securities and transfers and exchanges of Registered Debt Securities as provided in this Article IIherein provided. At all reasonable times the Separate registers may be kept for separate series of Debt Security Register shall be open for inspection by the TrusteeSecurities. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Debt Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee or any Authenticating Agent shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Debt Securities of the same series of any authorized denominations for a denomination or denominations, of like tenor and aggregate principal amount. Unless Notwithstanding any other provision of this Section 305, unless and until otherwise determined it is exchanged in whole or in part for individual Debt Securities in definitive registered form, a Global Security representing all or a portion of the Debt Securities of a series may not be transferred except as a whole by the Company Depositary for such series to a nominee of such Depositary or by resolution a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. At the option of the Board of DirectorsHolder, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Debt Securities of any series (other than except a Global Security) may be exchanged for a like aggregate principal amount of Registered other Debt Securities of the same series containing identical terms and provisions of other any authorized denomination or denominations. Subject to Section 2.15, Registered of a like aggregate principal amount, upon surrender of the Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by of the Company as provided in Section 4.02maintained for such purpose. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303, called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Securities of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(18) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat delivery of individual definitive Debt Securities of such series, will authenticate and deliver, to the Person specified to the Trustee in whose name a writing by the Depositary, individual Debt Security is registered as the absolute owner Securities of such Debt Security for series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none amount of the CompanyGlobal Security or Securities representing Debt Securities of such series, in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the Trustee, Debt Securities of any paying agent series issued in the form of one or Registrar more Global Securities shall no longer be affected represented by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or Securities. In such event the Company will execute, and the Trustee, upon receipt of a Company Order for maintainingthe authentication and delivery of individual definitive Debt Securities of such series, supervising will authenticate and deliver, to the Person specified to the Trustee in writing by the Depositary, individual Debt Securities of such series in definitive registered form without coupons, in any authorized denominations, in an aggregate principal amount equal to the principal amount of the Global Security or reviewing any records relating Securities representing such series, in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Depositary for such beneficial ownership interests.series of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for individual Debt Securities of such series in definitive registered form on such terms as are acceptable to the Company and such Depositary. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Sources: Indenture (Tandy Corp /De/)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1305 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, to register the transfer of or to exchange Securities of any Debt Securities for series during a period beginning at the opening of business 15 days next preceding any before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing or sending of the relevant notice of redemption of Debt and (B) if Securities of such the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (bii) to register the transfer of or exchange any Debt Securities selectedRegistered Security so selected for redemption in whole or in part, called except the unredeemed portion of any Security being redeemed in part, or being called (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption. Prior , or (iv) to issue, to register the due presentation for registration of transfer of or to exchange any Debt SecuritySecurity which has been surrendered for repayment at the option of the Holder, except the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Sources: Indenture (Cendant Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.024.2, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of DirectorsResolution, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities Debt Security Register shall be kept at the principal Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.024.2, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.092.9), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Company, the Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. None of the Company, the Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Global Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trustee Office of the Trustee a register for each series (the register maintained in such office and in any other office or agency of Registered Securities issued hereunder (hereinafter the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration transfers of transfer Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of Registered registering Securities and transfers of Securities as provided in this Article IIherein provided; PROVIDED, HOWEVER, that the Company may appoint co-Security Registrars or the terms of any series of Securities may provide otherwise. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver or make available for delivery, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of the same series, of any authorized denominations for a and of like tenor and aggregate principal amount. Unless Except as otherwise provided in Section 304 and until otherwise determined by this Section 305, at the Company by resolution option of the Board of DirectorsHolder, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered other Securities of the same series series, of other any authorized denominations. Subject to Section 2.15denominations and of like tenor and aggregate principal amount, Registered upon surrender of the Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, the Securities which the Holder, making the exchange is entitled to receive. If and to the extent specified pursuant to Section 301, the provisions of this Section 305 shall be applicable to Securities of any series which are Bearer Securities. At the option of the Holder thereof, to the extent permitted by law, any Bearer Security of any series which by its terms is registrable as to principal and interest may be exchanged for a Security of such series of like aggregate principal amount and of a like Stated Maturity and with like terms and conditions upon surrender of such Bearer Security at the Corporate Trust Office or at any other office or agency of the Company designated pursuant to Section 301 for the purpose of making any such exchanges. Any Coupon Security surrendered for exchange shall be surrendered with all unmatured Coupons and any matured Coupons in default attached thereto. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Bearer Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER, that except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange therefor for a Security of the Registered same series and of a like Stated Maturity and with like terms and conditions after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the case may be (or, if such Coupon is so surrendered with such Bearer Security, such Coupon shall be returned to the Person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. The Company shall execute, and the Trustee shall authenticate and make available for delivery, the Security or Registered Securities which the Holder making the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by . Notwithstanding the Companyforegoing, the Trustee or exchange of Bearer Securities for Securities will be subject to the Registrar) be duly endorsed or be accompanied by a written instrument or instruments provisions of transferUnited States Federal income tax laws and regulations applicable to Securities in effect at the time of such exchange. Except as otherwise specified pursuant to Section 301, in form satisfactory to the Companyno event may Securities, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt including Securities issued received in exchange for Bearer Securities, be exchanged for Bearer Securities. All Securities issued upon any registration of transfer or upon transfer exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or transferthe Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to Section 304, 906, or 1106 not involving any transfer. If the Securities of any series (or of any series and specified tenor) are to be made at redeemed, the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days next preceding any before the day of the mailing or sending of a notice of redemption of Debt any such Securities selected for redemption and ending at the close of business on the day of such series mailing, or (bii) to register the transfer of or exchange any Debt Securities selectedSecurity so selected for redemption in whole or in part, called or being called for redemption. Prior to except the due presentation for registration of transfer unredeemed portion of any Debt SecuritySecurity being redeemed in part. The provisions of Clauses (1), the Company(2), the Trustee, any paying agent or any Registrar may deem (3) and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar (4) below shall be affected by notice apply only to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.Securities:
Appears in 1 contract
Sources: Indenture (Pfizer Inc)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer and exchange of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be issued as, or exchanged for, Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee referred to in Section 13.03 and, for this purpose, the Trustee referred to in Section 13.03 shall be designated “Registrar”. .” Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee or in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed "Security Registrar" for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denominations and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in -------- ------- Section 1002 interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's Agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such -------- ------- exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security -------- ------- delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1305 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange of any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously -------- surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Debt Securities Security which has been surrendered for a period repayment at the option of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selectedHolder, called or being called for redemption. Prior to except the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company Trustee shall be the Trust Certificate Registrar. The Trust Certificate Registrar shall keep or cause to be kept kept, at its office maintained pursuant to Section 3.02 hereof, a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), Trust Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Registered Securities the Trust Certificate and of transfers and exchanges of the registration of transfer of Registered Securities Trust Certificate as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security the Trust Certificate at any its office or agency maintained pursuant to be maintained by Section 3.02 hereof and delivery thereof to the Company in accordance Trustee, together with the provisions of Section 4.02, the Company shall a written direction to execute and authenticate, the Trustee shall execute, authenticate and deliver deliver, in the name of the transferee or transferees designated transferee, a new Registered Security or Registered Securities Trust Certificate dated the date of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined authentication by the Company by resolution Trustee or any authenticating agent. At the option of the Board of DirectorsCertificateholder, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) Certificate may be exchanged for a like aggregate principal amount of Registered Securities another Trust Certificate upon surrender of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities Trust Certificate to be exchanged shall be surrendered at the its office or agency maintained pursuant to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Securities 3.02 hereof. A Trust Certificate presented or surrendered for registration of transfer, transfer or exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company, the Trustee and the Registrar, Trust Certificate Registrar duly executed by the Registered Holder holder thereof or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations , with such signature guaranteed by a member firm of the CompanyNew York Stock Exchange or a commercial bank or trust company; provided, evidencing however, that any transfer or exchange from the same debt, and entitled Depositor to the same benefits under this Indenture as Buyer, or from the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge Buyer to the HoldersDepositor or to any of their Affiliates or from such Affiliate to any other Affiliate need not have such signature guaranteed. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.A Trust Certificate 13 4814-8521-2291.2
Appears in 1 contract
Sources: Trust Agreement (Nelnet Inc)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter such Holder shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent Paying Agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent Paying Agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent Paying Agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Snyder Oil Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Debt Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered all Debt Securities and the registration of transfer of Registered Debt Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Debt Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Debt Security or Registered Debt Securities of authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities Debt Security Register shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered .” Debt Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Debt Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Debt Security or Registered Debt Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Debt Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Subsidiary Guarantors, the Trustee, any paying agent or any Registrar shall be affected by notice to the contrary. None of the Company, the Subsidiary Guarantors, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall be responsible for making calculations called for under the Debt Securities and this Indenture, including but not limited to determination of interest, additional interest, additional amounts, redemption price, premium, if any, and any other amounts payable on the Debt Securities. The Company will make the calculations in good faith and, absent manifest error, its calculations will be final and binding on the Holders. The Company will provide a schedule of its calculations to the Trustee when requested by the Trustee, and the Trustee is entitled to rely conclusively on the accuracy of the Company’s calculations without independent verification. The Trustee shall forward the Company’s calculations to any Holder of the Debt Securities upon the written request of such Holder.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in -------- ------- Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such -------- ------- exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided further that no Bearer Security -------- ------- delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1405 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1303 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously -------- surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Debt Securities Security which has been surrendered for a period repayment at the option of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selectedHolder, called or being called for redemption. Prior to except the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Sources: Indenture (Cablevision Systems Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and 29 41 the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep keep, at an office or cause to be kept agency maintained by the Company in accordance with the provisions of Section 4.02, a register for each series of Registered registered Securities issued hereunder (hereinafter collectively such register being herein referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register Securities of such series and shall register the registration of Registered Securities and the registration of transfer of Registered such Securities as provided in this Article IITwo provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15Sections 2.01 and 2.03, upon due presentment for registration of transfer of any Registered such Security at any such office or agency to be maintained by agency, or such other offices or agencies as the Company in accordance with the provisions of Section 4.02may designate, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a denominations, of the same series and of like aggregate principal amountamount at Stated Maturity. Unless and until otherwise determined by the Company by resolution or pursuant to one or more resolutions of the Board of Directors, the register of the Company Security Register for the purpose of registration, exchange or registration of transfer of the Registered registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated the “Security Registrar”. Registered Subject to Sections 2.01 and 2.03, at the option of the Holder, Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of like aggregate principal amount at Stated Maturity and of other authorized denominations. Subject to Section 2.15, Registered Securities to be so exchanged shall be surrendered at the office offices or agency agencies to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) . All Registered Securities presented or surrendered for registration of transfer, exchange exchange, redemption or payment shall (if so required by the Company, the Trustee Company or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee Company and the Security Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities of any series for a period of 15 days next preceding any mailing or sending selection of notice of redemption of Debt Securities of such series to be redeemed, or (b) to register the transfer of or exchange any Debt Securities of such series selected, called or being called for redemption. Prior to redemption in whole or in part except, in the due presentation for registration of transfer case of any Debt SecuritySecurity to be redeemed in part, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or portion thereof not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall so to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsredeemed.
Appears in 1 contract
Sources: First Supplemental Indenture (Pepsiamericas Inc/Il/)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article IIII provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.152.17, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.152.17, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.05(h) or 2.05(s) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; provided, however, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in Default, such exchange may be effected if such Holder’s Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 2.14, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.092.11), but the Company may require payment of a sum sufficient to cover any tax tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; provided, however, that, if specified pursuant to Section 2.05, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at one of the offices or agencies to be maintained by the Company in accordance with the provisions of this Section 305 and Section 1002, with respect to the Debt Securities of each series which are Registered Securities, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein sometimes referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities. Pursuant to Section 301, the Company shall appoint, with respect to Debt Securities of each series which are Registered Securities, a "Security Registrar" for the purposes of registering such Debt Securities and transfers and exchanges of such Debt Securities as provided in this Article IIherein provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by of the Company in accordance with the provisions of Section 4.02maintained for such purpose, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the designated transferee or transferees a transferees, one or more new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of any authorized denomination or denominations, of like tenor and terms and aggregate principal amount. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series of any authorized denomination or denominations. Subject to Section 2.15, of like tenor and terms and aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Bearer Securities may not be delivered in exchange for Registered Securities. At the option of the Holder, Registered Securities or Bearer Securities of any series may be issued in exchange for Bearer Securities (except as otherwise specified as contemplated by Section 301 with respect to a Bearer Security in global form) of the same series, of any authorized denominations and of like tenor and terms and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as other provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor and terms after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related date for payment of Defaulted Interest, such Bearer Security shall be surrendered at without the office coupon relating to such Interest Payment Date or agency to be maintained by proposed date of payment, as the Company as provided in Section 4.02case may be. Whenever any Debt Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Debt Securities which the Holder making marking the exchange shall be is entitled to receive.
(b) All Registered Securities presented or surrendered . If at any time the Depositary for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but a series notifies the Company may require payment of a sum sufficient that it is unwilling or unable to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at continue as Depositary for the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register if at any time the transfer of or exchange any Depositary for the Debt Securities selectedof such series shall no longer be eligible under Section 303(h), called or being called for redemption. Prior the Company shall appoint a successor Depositary with respect to the due presentation Debt Security of such series. If a successor Depositary for registration the Debt Securities of transfer such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of any Debt Securitysuch ineligibility, the Company's election pursuant to Section 301(11) shall no longer be effective with respect to the Debt Securities of such series and the Company will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of a Company Order for the authentication and treat the Person in whose name a delivery of definitive Debt Security is registered as the absolute owner Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such series in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that the purpose Debt Securities of receiving payment any series issued in the form of principal ofone or Global Securities shall no longer be represented by such Global Security or Securities. In such event the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of a Company Order for the authentication and delivery of definitive Debt Securities of such series, will authenticate and deliver, Debt Securities of such series in definitive form and in an aggregate principal amount equal to the contrary. None principal amount of the CompanyGlobal Security or Securities representing such series in exchange for such Global Security or Securities. If specified by the Company pursuant to Section 301 with respect to a series of Debt Securities, the Trustee, any agent Depositary for such series of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of Debt Securities may surrender a Global Security for such series of Debt Securities in exchange in whole or in part for maintainingDebt Securities of such series of like tenor and terms and in definitive form on such terms as are acceptable to the Company and such Depositary. Thereupon, supervising or reviewing any records relating to such beneficial ownership interests.the Company shall execute, and the Trustee shall authenticate and deliver, without service charge,
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “"Debt Security Register”"), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article II2 provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. In no event may Registered Securities, including Registered Securities received in exchange for Bearer Securities, be exchanged for Bearer Securities. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “"Registrar”". Registered Securities of any series (other than a Global Security, except as set forth below) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive. At the option of the Holder of Bearer Securities of any series, except as otherwise specified as contemplated by Section 2.03(h) or 2.03(i) with respect to a Global Security representing Bearer Securities, Bearer Securities of such series may be exchanged for Registered Securities (if the Debt Securities of such series are issuable as Registered Securities) or Bearer Securities of the same series, of any authorized denomination or denominations, of like tenor and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at the office or agency of the Company maintained for such purpose, with all unmatured Coupons and all matured Coupons in Default thereto appertaining; PROVIDED, HOWEVER, that delivery of a Bearer Security shall occur only outside the United States. If such Holder is unable to produce any such unmatured Coupon or Coupons in Default, such exchange may be effected if such Holder's Bearer Securities are accompanied by payment in funds acceptable to the Company and the Trustee in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any paying agent harmless. If thereafter such Holder shall surrender to any paying agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise provided in Section 2.12, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or agency located outside the United States. Whenever any Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Debt Securities that the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, the exchange of Bearer Securities for Registered Securities will be subject to the provisions of United States income tax laws and regulations applicable to Debt Securities in effect at the time of such exchange.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s 's own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (bii) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption; PROVIDED, HOWEVER, that, if specified pursuant to Section 2.03, any Bearer Securities of any series that are exchangeable for Registered Securities and that are called for redemption pursuant to Section 3.02 may, to the extent permitted by applicable law, be exchanged for one or more Registered Securities of such series during the period preceding the redemption date therefor. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer of Registered Securities as provided in this Article II. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or When Registered Securities of authorized denominations a Series are presented to the Registrar with a request to register their transfer or to exchange them for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate an equal principal amount of Registered Securities of the same series Series and of like tenor of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged the Registrar shall be surrendered at register the office transfer or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making make the exchange shall be entitled to receiveif its customary requirements for such transactions are met.
(b) All If both Registered and Unregistered Securities are authorized for a Series of Securities and the terms of such Securities permit, Unregistered Securities may be exchanged for an equal principal amount of Registered or Unregistered Securities of the same Series and of like tenor in any authorized denominations upon delivery to the Registrar (or a Paying Agent, if the exchange is for Unregistered Securities) of the Unregistered Security with all unmatured coupons and all matured coupons in default appertaining thereto and if all other requirements of the Registrar (or such Paying Agent) and such Securities for such exchange are met. Notwithstanding the foregoing, the exchange of Unregistered Securities for Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) will be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory subject to the Companysatisfaction of the provisions of United States law and regulations in effect at the time of such exchange, and no exchange will be made until SBC has notified the Trustee and the RegistrarRegistrar that, duly executed by as a result of such exchange, SBC would not suffer adverse consequences under such law or regulations.
(c) To permit registrations of transfers and exchanges, the Registered Holder or his attorney duly authorized in writing. All Debt Trustee shall authenticate Securities issued in exchange upon surrender of Securities for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except or for exchange as provided by Section 2.09), in this Section. SBC will not make any charge for any registration of transfer or exchange but the Company may require the payment by the party requesting such registration of transfer or exchange of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in relation theretoconnection therewith, other than those expressly provided in this Indenture but not for any exchange pursuant to be made at Section 2.12, 3.06 or 9.05.
(d) Neither SBC nor the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security Registrar shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any Debt Securities Series for a the period beginning at the opening of business 15 days next immediately preceding the selection of any mailing or sending such Securities to be redeemed and ending at the close of business on the day of first publication of the relevant notice of redemption or, if there is no publication, the mailing of Debt Securities the relevant notice of such series redemption, or (bii) to register the transfer of or exchange Securities of any Debt Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption. Prior redemption in part.
(e) Unregistered Securities or any coupons appertaining thereto shall be transferable by delivery.
(f) Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this Section 2.08 for Securities registered in the names of Persons other than the Depository for such Security or its nominee only if (i) such Depository notifies SBC that it is unwilling or unable to continue as Depository for such Global Security or if at any time such Depository ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, (ii) SBC executes and delivers to the due presentation Trustee an Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for registration Securities registered in such names as such Depository shall direct. Notwithstanding any other provision in this Indenture, a Global Security may not be transferred except as a whole by the Depository with respect to such Global Security to a nominee of transfer such Depository or by a nominee of such Depository to such Depository or another nominee of such Depository.
(g) If at any Debt Securitytime the Depository for the Securities of a Series notifies SBC that it is unwilling or unable to continue as Depository for the Securities of such Series or if at any time the Depository for the Securities of such Series shall no longer be eligible under Section 2.03, SBC shall appoint a successor Depository with respect to the CompanySecurities of such Series. If a successor Depository for the Securities of such Series is not appointed by SBC within 90 days after SBC receives such notice or becomes aware of such ineligibility, SBC's election pursuant to Section 2.02(15) shall no longer be effective with respect to the Securities of such series and SBC will execute, and the Trustee, any paying agent or any Registrar may deem upon receipt of the Order for the authentication and treat the Person in whose name a Debt Security is registered as the absolute owner delivery of definitive Securities of such Debt Series, will authenticate and deliver, Securities of such Series in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. SBC may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by such Global Security or Securities. In such event SBC will execute, and the Trustee, upon receipt of the Order for the authentication and delivery of the definitive Securities of such Series, will authenticate and deliver, Securities of such Series in definitive form and in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing such Series in exchange for such Global Security or Securities. If (a) there shall have occurred and be continuing an Event of Default (as defined in Section 6.01) or an event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default with respect to a Series of Securities issued in the form of one or more Global Securities, or (b) if specified by SBC pursuant to Section 2.02 with respect to a Series of Securities, the Depository for such Series of Securities may surrender a Global Security for the purpose such Series of receiving payment Securities in exchange in whole or in part for Securities of principal ofsuch Series in definitive form. Thereupon, SBC shall execute, and premiumthe Trustee shall authenticate and deliver, without service closing charge:
(i) to each person specified by such Depository a new Security or Securities of the same series, of any authorized denomination as requested by such person in aggregate principal amount equal to and in exchange for such person's beneficial interest in the Global Security; and
(ii) to such Depository a new Global Security in a denomination equal to the difference, if any, and interest on, such Debt between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof. In any exchange provided for all other purposes whatsoever, whether or not such Debt Security is overdue, and none in any of the Companypreceding three paragraphs, SBC will execute and the Trustee, any paying agent or Registrar shall be affected by notice to Trustee will authenticate and deliver Securities in definitive registered form in authorized denominations. Upon the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests exchange of a Global Security for Securities in definitive form, such Global Security shall be canceled by the Trustee. Registered Securities issued in exchange for a Global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depository for such Global Security, pursuant to instructions from its direct or for maintainingindirect participants or otherwise, supervising or reviewing any records relating to such beneficial ownership interestsshall instruct the Trustee.
Appears in 1 contract
Sources: Indenture (At&t Inc.)
Registration of Transfer and Exchange. (a) The Company transfer and exchange of Securities in global form shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as effected through the “Debt Security Register”)Depository, in which, subject accordance with this Indenture (including the restrictions on transfer set forth herein) and the procedures of the Depository therefor. When definitive Securities are presented to the Registrar or a co-registrar with a request to register their transfer or to exchange such reasonable regulations as it may prescribedefinitive securities for an equal aggregate principal amount of definitive Securities of other authorized denominations, the Company Registrar or co-Registrar shall provide register the transfer or make the exchange if the requirements for the registration of Registered Securities and the registration of transfer of Registered Securities as such transaction are met; provided in this Article II. At all reasonable times the Debt that a definitive Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment presented or surrendered for registration of transfer or exchange for another Security (i) shall be duly endorsed or accompanied by a written instrument of any Registered Security at any office transfer in form satisfactory to the Registrar or agency to be maintained such co-registrar duly executed by the Company Holder thereof or his attorney duly authorized in writing and (ii) shall be accompanied by a duly completed certificate of the transferor in substantially the form of Exhibit B hereto and, to the extent specified therein, an opinion of counsel to the effect set forth therein; and, provided further, that, in the case of a transfer pursuant to an exemption from registration in accordance with Rule 144, Rule 145 or Regulation S under the provisions Securities Act, or in reliance on another exemption from the registration requirements of Section 4.02the Securities Act (other than an exemption under Rule 144A under the Securities Act), such transfer shall be effected by the Company shall execute and the Trustee shall authenticate and deliver delivery of definitive Securities registered in the name of the transferee (or transferees a new Registered its nominee) in the books maintained by the Registrar of the Securities. The registration of any definitive Security upon transfer or Registered Securities exchange shall be effective only after the surrender of authorized denominations for a like aggregate principal amount. Unless the definitive Security and until otherwise determined the issuance by the Company and authentication by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by authenticating agent of a written instrument or instruments replacement Security. To permit registrations of transfer, in form satisfactory to the Companytransfer and exchanges, the Trustee Company shall issue and the Trustee or the authenticating agent shall authenticate Securities at the Registrar, duly executed 's request. The Company will not make any service charge for any registration of transfer or exchange but may require payment by the Registered Holder party requesting such registration of transfer or his attorney duly authorized exchange of a sum sufficient to cover any tax or other governmental charge in writingconnection therewith. All Debt definitive Securities issued in upon any registration of transfer or exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered for upon such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or exchange.
(b) Except as permitted by the following paragraph or until such time as the same is no longer required under the applicable requirements of the Securities Act or applicable state securities laws, each certificate evidencing the Securities in global form and the definitive Securities (and all securities issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF HUBCO, INC. (THE "COMPANY") THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IN A TRANSACTION COMPLYING WITH REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION IN ACCORDANCE WITH RULE 144 (IF AVAILABLE) OR RULE 145 UNDER THE SECURITIES ACT, (5) IN RELIANCE ON ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND SUBJECT IN THE CASE OF EACH OF CLAUSES (2), (3), (4), (5) AND (6) ABOVE TO THE RECEIPT BY THE REGISTRAR OR CO-REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR TO SUCH EFFECT AND IN THE CASE OF EACH OF CLAUSES (3), (4) AND (5) ABOVE TO THE DELIVERY TO THE TRANSFEREE OF DEFINITIVE SECURITIES REGISTERED IN ITS NAME (OR ITS NOMINEE'S NAME) ON THE BOOKS MAINTAINED BY THE REGISTRAR, AND IN THE CASE OF CLAUSE (5) ABOVE TO RECEIPT OF AN OPINION (IN SUBSTANTIALLY THE FORM OF EXHIBIT C TO THE INDENTURE REFERRED TO BELOW OR OTHERWISE SATISFACTORY TO THE COMPANY AND THE REGISTRAR) OF COUNSEL EXPERIENCED IN SECURITIES MATTERS (WHICH COUNSEL MAY BE AN EMPLOYEE OF THE TRANSFEROR) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS IN ANY APPLICABLE STATE OF THE UNITED STATES." The transfer and exchange of Securities may be made in global form only if such Security is being transferred to register a qualified institutional buyer (as defined in Rule 144A under the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior Act) in accordance with Rule 144A under the Securities Act.
(c) Any Securities which are presented to the due presentation Registrar for registration exchange pursuant to a Registered Exchange Offer shall be exchanged for New Securities of equal aggregate principal amount upon surrender to the Registrar of the Securities to be exchanged; provided, however, that the Securities so surrendered for exchange shall be duly endorsed and accompanied by a transmittal letter or written instrument of transfer of any Debt Security, in form satisfactory to the Company, the TrusteeTrustee and the Registrar duly executed by the Holder thereof or his attorney who shall be duly authorized in writing to execute such document. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver to the Registrar the same aggregate principal amount of New Securities as Securities that have been surrendered.
(d) Notwithstanding any paying agent other provisions of this Indenture (other than the provisions set forth in part (e) of this Section 2.6), a Security in global form may not be transferred as a whole except by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository or by the Depository or any Registrar may deem and treat the Person in whose name such nominee to a Debt Security is registered as the absolute owner successor Depository or a nominee of such Debt Security successor Depository.
(e) If at any time the Depository for the purpose of receiving payment of principal ofSecurities notifies the Company that it is unwilling or unable to continue as Depository for the Securities, the Company may appoint a successor Depository with respect to the Securities. If a successor Depository for the Securities is not appointed by the Company within 90 days after the Company receives such notice, the Company will execute, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice upon receipt of an officers' certificate for the authentication and delivery of definitive Securities, will authenticate and deliver, Securities in definitive form, in an aggregate principal amount equal to the contrary. None aggregate principal amount of the CompanySecurities in global form, in exchange for such Securities in global form. The Company may at any time and in its sole discretion determine that the Securities issued in the form of global Securities shall no longer be represented by such global Securities. In such event the Company will execute, and the Trustee, any agent upon receipt of an Officers' Certificate for the authentication and delivery of definitive Securities, will authenticate and deliver, Securities in definitive form, in an aggregate principal amount equal to the aggregate principal amount of the TrusteeSecurities in global form, any paying agent or any Registrar will have any responsibility or liability in exchange for such Securities in global form. If a definitive Security is issued in exchange for any aspect portion of the records relating toGlobal Security after the close of business at the office or agency where such exchange occurs on any Record Date and before the opening of business at such office or agency on the next succeeding Interest Payment Date, or payments made interest will not be payable on account ofsuch Interest Payment Date in respect of such definitive Security, beneficial ownership interests but will be payable on such Interest Payment Date only to the Person to whom interest in respect of such portion of such Global Security is payable in accordance with the provisions of this Indenture. Definitive Securities issued in exchange for an interest in a Global Security pursuant to this Section 2.6 shall be registered in such names and in such authorized denominations as the Depository, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Registrar. The Registrar shall deliver such definitive Securities to the Persons in whose names such Securities are so registered.
(f) Any Person having a beneficial interest in the Global Security upon request and upon satisfaction of the requirements set forth below, may exchange or transfer in whole or in part as provided herein its interest in the Global Security for maintainingone or more definitive Securities. Upon receipt by the Registrar of (i) written or electronic instructions from the Depository or its nominee on behalf of any Person having a beneficial interest in the Global Security and (ii) a written order of such Person containing registration instructions accompanied by a certificate of such Person in substantially the form of Exhibit B hereto and, supervising to the extent specified therein, an opinion of counsel to the effect set forth therein, the Registrar or reviewing any records relating the Securities Custodian, at the direction of the Registrar, will cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of the Securities in global form to be reduced and, following such reduction, the Company will execute and, upon receipt of an authentication order in the form of an Officers' Certificate, the Trustee will authenticate and deliver to such beneficial ownership interestsPerson or the transferee, as the case may be, a definitive Security. Any holder of a definitive Security may, upon satisfaction of the requirements set forth below, as provided herein, exchange or transfer in whole or in part such definitive Security for an interest in the Global Security. Upon receipt by the Registrar of a definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Registrar together with (a) certification, substantially in the form of Exhibit B hereto, that such definitive Security is being registered or transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in accordance with Rule 144A under the Securities Act, and (b) written instructions directing the Registrar to make, or to direct the Securities Custodian to make, an endorsement on the Security in global form to reflect an increase in the aggregate principal amount of the Securities represented by the Security in global form, the Registrar shall cancel such definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depository and the Securities Custodian, the aggregate principal amount of Securities represented by the Security in global form to be increased accordingly.
(g) At such time as all interests in the Global Security have either been exchanged for definitive Securities, converted, repurchased or canceled, such Global Security shall be canceled by the Registrar. At any time prior to such cancellation, if any interest in the Global Security is exchanged for definitive Securities, redeemed, converted, repurchased or canceled, the principal amount of Securities represented by such Security in global form shall be reduced and an endorsement shall be made on such Security in global form, by the Registrar or the Securities Custodian, at the direction of the Registrar, to reflect such reduction.
Appears in 1 contract
Sources: Indenture (Hudson United Bancorp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept in each office designated pursuant to Section 402, with respect to the Securities, a register for each series of Registered Securities issued hereunder (hereinafter all registers kept in accordance with this Section being collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer thereof. The Company shall designate one Person to maintain the Security Register for the Securities on a consolidated basis, and such Person is referred to herein, with respect to the Securities, as the "Security Registrar." Anything herein to the contrary notwithstanding, the Company may designate one or more of Registered its offices as an office in which a register with respect to the Securities as provided in this Article IIshall be maintained, and the Company may designate itself the Security Registrar. At all reasonable times the Debt The Security Register shall be open for inspection by the TrusteeTrustee and the Company at all reasonable times. Subject To the fullest extent permitted by law, the Security Registrar shall at all times maintain a Book-Entry System under which Securities may be registered in book-entry form without the issuance of physical Certificates to Section 2.15Holders and under which each participating Holder will receive a periodic advice or statement of account from the Security Registrar or its agent indicating the number of Securities registered to the Holder in book-entry form. The Book-Entry Global Security will be issued to the Security Registrar, for the benefit of the Book-Entry Registered Holders, and will represent all CVOs held by Book-Entry Registered Holders. The Company, any other obligor upon due presentment for registration the Securities or the Trustee shall treat as the Act of transfer a Holder any instrument or writing of any Registered Security at any office or agency to be maintained Person identified by the Company Security Registrar as a Book-Entry Registered Holder and any Person identified by the Security Registrar and the applicable Broker/Nominee Depository as the owner of a beneficial interest in a Broker/Nominee Depository Global Security, provided that the fact and date of the execution of such instrument or writing is proved in accordance with Section 104(b). The Holder of any Securities held in book-entry, uncertificated form under the provisions Book-Entry System shall be entitled upon written request submitted to the Security Registrar to receive one or more Certificates evidencing Individually Registered Securities in exchange for all or a portion of Section 4.02the Securities registered to such Holder on the Book-Entry System. Whenever any Book-Entry Registered Holder requests the issuance of Individually Registered Securities in exchange for all or a portion of the Securities registered to such Holder on the Book-Entry System, the Company shall execute execute, and the Trustee or its Authenticating Agent shall authenticate and deliver deliver, one or more Certificates in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by evidencing the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Individually Registered Securities which the Holder making the exchange is entitled to receive. Upon surrender for registration of transfer of any Individually Registered Security at the office or agency of the Company maintained pursuant to Section 402 in a Place of Payment for the Securities, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Individually Registered Securities of like tenor. Any Individually Registered Security may be exchanged at the option of the Holder, for one or more new Individually Registered Securities that represent in the aggregate the same number of CVOs as the Individually Registered Security surrendered, upon surrender of the Individually Registered Securities to be exchanged at any such office or agency. Whenever any Individually Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee or its Authenticating Agent shall authenticate and deliver, the Individually Registered Securities which the Holder making the exchange is entitled to receive. At the written request of any Individually Registered Security Holder submitted to the Security Registrar and upon surrender of the physical certificate evidencing the applicable Individually Registered Security at the office or agency of the Company maintained pursuant to Section 402 in a Place of Payment for the Securities, any Individually Registered Security Holder shall be entitled to receive.
(b) All exchange all or any portion of the Securities represented by any Individually Registered Security for Securities held in book-entry, uncertificated form on the Book-Entry System. Whenever any Individually Registered Securities are so surrendered for exchange for Securities in uncertificated, book-entry form, the Security Registrar shall issue an advice to the Holder evidencing the registration of additional Securities to the Holder on the Book-Entry System and the Company shall execute, and the Trustee or its Authenticating Agent shall authenticate and deliver, a new Individually Registered Security or Securities in authorized denominations to evidence the balance of the Securities which the Holder making the exchange is entitled to receive. All Securities delivered upon any registration of transfer or exchange of Securities shall be valid obligations of the Company, evidencing the same rights and entitled to the same benefits under this Agreement, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer, transfer or for exchange or payment shall (if so required by the Company, the Trustee or the Security Registrar) be duly endorsed or shall be accompanied by a written instrument or instruments of transfer, transfer in form satisfactory to the Company, the Trustee and or the Security Registrar, as the case may be, duly executed by the Registered Holder thereof or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 906 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemption. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrarytransfer. None of the Company, the Trustee, any agent of the Trustee, any paying agent Trustee or any Registrar Paying Agent in their capacities as such will have any responsibility or liability for any aspect of the records relating to, to or payments made on account of, of beneficial ownership interests of a Broker/Nominee Depository Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, the Company, any other obligor upon the Securities, the Trustee and any agent of any of them shall give effect to any written certification, proxy or other authorization furnished by a Broker/Nominee Depository, and shall not impair, as between the Broker/Nominee Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a beneficial owner of any Broker/Nominee Depository Global Security. The registered holder of a Broker/Nominee Depository Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Agreement or the Securities. In the case of each Broker/Nominee Depository Global Security reflected on the Security Register, all notices and reports required to be delivered by the Company or the Trustee to Holders under this Agreement shall be delivered by the Company or the Trustee, as applicable, to each Agent Member of the applicable Broker/Nominee Depository in sufficient quantities (as requested by such Agent Member in writing) to allow such Agent Member to forward such notices and reports to the Persons who hold beneficial interests in the Securities through such Agent Member.
Appears in 1 contract
Sources: Contingent Value Obligation Agreement (Carolina Power & Light Co)
Registration of Transfer and Exchange. (a) The Company shall keep keep, or cause to be kept kept, at an office or agency of the Company maintained pursuant to Section 5.2, a register for each series of Registered Securities issued hereunder (hereinafter collectively herein referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for register the registration of Registered Securities and the registration transfers of transfer of Registered Securities as provided in this Article II. At 2 provided and which at all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject The registrar for the purpose of registering Securities and transfers of Securities as herein provided shall initially be the Trustee and thereafter as may be appointed by the Company as authorized by Board Resolution (the "Security Registrar").
(b) Securities may be exchanged upon presentation thereof at the office of the Security Registrar, or at any office or agency of the Company maintained pursuant to Section 2.155.2, for other Securities and for a like aggregate principal amount, upon due presentment payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities that the Securityholder making the exchange shall be entitled to receive, bearing numbers not contemporaneously outstanding.
(c) Upon surrender for registration of transfer of any Registered Security at any office or agency to be maintained by of the Company in accordance with the provisions of maintained pursuant to Section 4.025.2, the Company shall execute and execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations for a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(bd) All Registered Securities presented or surrendered for exchange or registration of transfer, exchange or payment as provided in this Section, shall be accompanied (if so required by the Company, the Trustee Company or the Security Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, Company or the Trustee and the Security Registrar, duly executed by the Registered Holder or his attorney by such Holder's duly authorized attorney in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. .
(e) No service charge shall be made for any exchange or registration of transfer of Debt Securities, or issue of new Securities (except as provided by Section 2.09)in case of partial redemption, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture exchanges pursuant to be made at Section 2.8, the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor second paragraph of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with Section 3.5 and Section 11.4 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. transfer.
(f) The Company and Security Registrar shall not be required (ai) to issue, exchange or register the transfer of or exchange any Debt Securities for during a period beginning at the opening of business 15 days next preceding any before the day of the mailing or sending of a notice of redemption of Debt less than all the Outstanding Securities and ending at the close of business on the day of such series or mailing, nor (bii) to register the transfer of or exchange any Debt Securities selectedselected for redemption in whole or in part, called or being called for redemption. Prior to except in the due presentation for registration of transfer case of any Debt Security to be redeemed in part, the portion thereof not to be redeemed. The provisions of this Section 2.7 are, with respect to any Global Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice subject to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsSection 2.4 hereof.
Appears in 1 contract
Sources: Indenture (Ncbe Capital Trust I)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept a register for each series of Registered Securities issued hereunder (hereinafter collectively referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer or exchange of Registered Securities as provided in this Article II2 provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Registered Security at any office or agency to be maintained by the Company in accordance with the provisions of Section 4.02, the Company shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Registered Security or Registered Securities of authorized denominations the same series, for a like aggregate principal amountamount and tenor, in authorized denominations. Unless and until otherwise determined by the Company by resolution of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office corporate trust office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount and tenor of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the office or agency to be maintained by the Company as provided in Section 4.02, and the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor the Registered Security or Registered Securities which the Holder making the exchange shall be entitled to receive.
(b) All Registered Securities presented or surrendered for registration of transfer, exchange or payment shall (if so required by the Company, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Company, the Trustee and the Registrar, duly executed by the Registered Holder or his attorney duly authorized in writing. All Debt Securities issued in exchange for or upon transfer of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the Company’s own expense or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. The Company shall not be required (a) to issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selected, called or being called for redemptionredemption in whole or in part, except, in the case of Debt Securities to be redeemed in part, the portion thereof not to be so redeemed. Prior to the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premium, if any, and (subject to Section 2.12(a)) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Sources: Indenture (Unit Corp)
Registration of Transfer and Exchange. (a) The Company shall keep or cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Registered Securities issued hereunder (hereinafter the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Debt "Security Register”), ") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and the registration of transfer transfers of Registered Securities as provided Securities. The Security Register shall be in this Article IIwritten form or any other form capable of being converted into written form within a reasonable time. At all reasonable times times, the Debt Security Register shall be open for to inspection by the Trustee. Subject to Section 2.15, upon due presentment The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at any the office or agency to be maintained by the Company in accordance with the provisions a Place of Section 4.02Payment for that series, the Company shall execute execute, and the Trustee shall authenticate and deliver deliver, in the name of the transferee designated transferee, one or transferees a more new Registered Security or Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount. Unless and until otherwise determined by the Company by resolution , upon surrender of the Board of Directors, the register of the Company for the purpose of registration, exchange or registration of transfer of the Registered Securities shall be kept at the Corporate Trust Office of the Trustee and, for this purpose, the Trustee shall be designated “Registrar”. Registered Securities of any series (other than a Global Security) may be exchanged for a like aggregate principal amount of Registered Securities of the same series of other authorized denominations. Subject to Section 2.15, Registered Securities to be exchanged shall be surrendered at the such office or agency to be maintained by the Company as provided in Section 4.02agency. Whenever any Registered Securities are so surrendered for exchange, and the Company shall execute execute, and the Trustee shall authenticate and deliver in exchange therefor deliver, the Registered Security or Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers' Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured Coupons and all matured Coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured Coupon or Coupons or matured Coupon or Coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company in an amount equal to the face amount of such missing Coupon or Coupons, or the surrender of such missing Coupon or Coupons may be waived by the Company and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing Coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive.
(b) All Registered Securities presented receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by Coupons shall be payable only upon presentation and surrender of those Coupons at an office or surrendered for registration of transfer, exchange or payment shall (if so required by agency located outside the Company, United States. Notwithstanding the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transferforegoing, in form satisfactory case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the Coupon relating to such Interest Payment Date or proposed date for payment, as the Companycase may be, and interest or Defaulted Interest, as the Trustee and case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the Registrarcase may be, duly executed by in respect of the Registered Holder or his attorney duly authorized in writing. All Debt Securities Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such Coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise provided in or pursuant to this Indenture, any permanent global Security shall be exchangeable for definitive Securities only if (i) the Depository is at any time unwilling, unable or ineligible to continue in its capacity as Depository and a successor depositary is not appointed by the Company within 60 days of the date the Company is so informed in writing, (ii) the Company executes and delivers to the Trustee a Company Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities of the same series. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner's interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Depository or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company's agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture Indenture, as the Debt Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for such registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any exchange or registration of transfer or exchange of Debt Securities (except as provided by Section 2.09)Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoconnection with any registration of transfer or exchange of Securities, other than those expressly provided in this Indenture exchanges pursuant to be made at the Company’s own expense Section 304, 906, 1107 or without expense or without charge to the Holders. Each Holder that is a transferor of a Debt Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with 1305 not involving any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such informationtransfer. The Company shall not be required (ai) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the date of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the date of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Debt Securities Security which has been surrendered for a period repayment at the option of 15 days next preceding any mailing or sending of notice of redemption of Debt Securities of such series or (b) to register the transfer of or exchange any Debt Securities selectedHolder, called or being called for redemption. Prior to except the due presentation for registration of transfer of any Debt Security, the Company, the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of principal of, and premiumportion, if any, and interest on, of such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Company, the Trustee, any paying agent or Registrar shall to be affected by notice to the contrary. None of the Company, the Trustee, any agent of the Trustee, any paying agent or any Registrar will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interestsso repaid.
Appears in 1 contract
Sources: Indenture (Newell Co)