Common use of Registration of Transfer Clause in Contracts

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, the Issuing and Paying Agent, and any agent of the Company may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 15 contracts

Samples: Supplemental Indenture (Raymond James Financial Inc), Registered Senior Note (Raymond James Financial Inc), Eighth Supplemental Indenture (Raymond James Financial Inc)

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Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees. [If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable:] The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. [If the Notes may be settled through depositories located in Europe, the following paragraph is applicable:] Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, société anonyme, Luxembourg, and Euroclear Bank, S.A./N.V., as operator of the Euroclear system, in accordance with the rules and procedures established by such depositories. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, the Issuing and Paying Agent, and any agent of the Company may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 6 contracts

Samples: Raymond James Financial Inc, Raymond James Financial Inc, Raymond James Financial Inc

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 6 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) interest, and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of the principal, premium (if any)interest, and interest the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest, and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 5 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company (“DTC”) will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the responsibility of DTC, and transfer of principal, premium (if any), interest, and interest other amounts payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 5 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal 6 and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 4 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, the Issuing and Paying Agent, and any agent of the Company may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither none of the Company, the Trustee, the Issuing and Paying Agent, nor Agent or any such agent of the Company shall be affected by notice to the contrary.

Appears in 4 contracts

Samples: First Supplemental Indenture (Chemours Co), Second Supplemental Indenture (Chemours Co), Supplemental Indenture (Chemours Co)

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company (“DTC”) will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) principal and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 4 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 4 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the responsibility of DTC, and transfer of principal, premium (if any), interest, and interest other amounts payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 4 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) interest and interestthe Supplemental Redemption Amount, notices, notices and voting. Transfer of the principal, premium (if any)interest and the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 4 contracts

Samples: Levels (Bank of America Corp /De/), Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) principal and interestthe Supplemental Redemption Amount, notices, 6 and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 3 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. [If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable:] The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. [If the Notes may be settled through depositories located in Europe, the following paragraph is applicable:] Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, société anonyme, Luxembourg, and Euroclear Bank, S.A./N.V., as operator of the Euroclear system, in accordance with the rules and procedures established by such depositories. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the CompanyCorporation, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company Corporation shall be affected by notice to the contrary.

Appears in 3 contracts

Samples: RJF Capital Trust III, BAC Capital Trust XX, BAC Capital Trust XX

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 3 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 3 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the 7 Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable: The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. If the Notes may be settled through depositories located in Europe, the following paragraph is applicable: Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear system, in accordance with the rules and procedures established by such depositories. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable: The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company (“DTC”) will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. If the Notes may be settled through depositories located in Europe, the following paragraph is applicable: Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, société anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear system, in accordance with the rules and procedures established by such depositories. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Note Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Note Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable: This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the responsibility of DTC, and transfer of principal, premium (if any), interest, and interest other amounts payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or the Paying Agent may treat the person entity in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the 6 Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable: The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall 6 Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the 6 registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) the Final Payment Amount and interest, notices, notices and voting. Transfer of the principal, premium (if any)Final Payment Amount and interest to participants of DTC will be the responsibility of DTC, and transfer of the Final Payment Amount and interest payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. [If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable:] The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. [If the Notes may be settled through depositories located in Europe, the following paragraph is applicable:] Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, société anonyme, Luxembourg, and Euroclear Bank, SA/NV, in accordance with the rules and procedures established by such depositories. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the CompanyCorporation, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company Corporation shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: BAC Capital Trust XIV, BAC Capital Trust XIV

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) interest, and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of the principal, premium (if any)interest and the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 2 contracts

Samples: Bank of America Corp /De/, Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable: The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. If the Notes may be settled through depositories located in Europe, the following paragraph is applicable: Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, societe anonyme, and Euroclear Bank, S.A./N.V., as operator of the Euroclear system, in accordance with the rules and procedures established by such depositories. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

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Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for 6 all purposes, including payment of principal, premium (if any) interest, and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of the principal, premium (if any)interest, and interest the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest, and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalinterest and the Final Payment Amount, premium (if any) and interest, notices, notices and voting. Transfer of interest and the principal, premium (if any)Final Payment Amount to participants of DTC will be the responsibility of DTC, and transfer of interest and the Final Payment Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in face amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC Euroclear or Clearstream, Luxembourg shall evidence ownership of the Notes, with transfers of ownership effected on the records of DTC Euroclear or Clearstream, Luxembourg and its participants pursuant to rules and procedures established by DTC and its participantsthe Applicable Procedures. The Company shall recognize Cede & Co.USB Nominees (UK) Limited, as nominee of DTCElavon Financial Services DAC , while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC Euroclear or Clearstream, Luxembourg shall be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall be determined by DTC Euroclear or Clearstream, Luxembourg pursuant to rules and procedures established by DTC and its participantsthe Applicable Procedures. The Company shall not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTCEuroclear or Clearstream, Luxembourg, its participants, or persons acting through such participants. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, the Issuing and Paying Agent, and any agent of the Company may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Supplemental Indenture (Chemours Co)

Registration of Transfer. As provided in the Subordinated Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesNote Registrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Subordinated Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Note Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Subordinated Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the responsibility of DTC, and transfer of principal, premium (if any), interest, and interest other amounts payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue as depository for this Note in global form or if at any time DTC shall no longer be eligible under the Senior Indenture to authenticate and deliver the Note, and in either such case, a successor depository is not appointed by the Corporation within 90 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company (“DTC”) will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. [If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable:] The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. [If the Notes may be settled through depositories located in Europe, the following paragraph is applicable:] Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, sociéte anonyme, Luxembourg, and Euroclear Bank, S.A./N.V., as operator of the Euroclear system, in accordance with the rules and procedures established by such depositories. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the CompanyCorporation, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company Corporation shall be affected by notice to the contrary.

Appears in 1 contract

Samples: RJF Capital Trust III

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for 6 all purposes, including payment of principal, premium (if any) interest, and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of the principal, premium (if any)interest and the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal6 principal and the Supplemental Redemption Amount, premium (if any) and interest, notices, notices and voting. Transfer of principal and the principal, premium (if any)Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and interest transfer of principal and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company (“DTC”) will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) interest, and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of the principal, premium (if any)interest and the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, 6 and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, 7 with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the responsibility of DTC, and transfer of principal, premium (if any), interest, and interest other amounts payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company (“DTC”) will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) interest, and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of the principal, premium (if any)interest, and interest the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest, and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Senior Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesNote Registrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Senior Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Note Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Senior Indenture. The book-entry system maintained by DTC shall The Depository Trust Company ("DTC") will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, notices and voting. Transfer of principal (premium, if any) and interest to participants of DTC will be the responsibility of DTC, and transfer of principal, premium (if any), interest, and interest other amounts payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, supervising or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue as depository for this Note in global form or if at any time DTC shall no longer be eligible under the Senior Indenture to authenticate and deliver the Note, and in either such case, a successor depository is not appointed by the Corporation within 90 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, Agent and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall The Depository Trust Company (“DTC”) will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principalprincipal (premium, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), interest, and other amounts payable to participants of DTC will be the responsibility of DTC, and transfer of principal (premium, if any) and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations as therein set forth, the transfer of this Note may be registered on is registrable in the Security Register or registry of register maintained by the Company relating to the NotesRegistrar, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar requiring such written instrument of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new NotesNotes of this series, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are This Note is being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) interest, and interestthe Supplemental Redemption Amount, notices, and voting. Transfer of the principal, premium (if any)interest, and interest the Supplemental Redemption Amount to participants of DTC will be the responsibility of DTC, and transfer of principal, interest, and the Supplemental Redemption Amount payable to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall Corporation will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. This Note may be exchanged in whole, but not in part, for security-printed certificated Notes, only if (i) DTC notifies the Corporation or the Trustee that it is unwilling or unable to continue to act as depository for this Note in global form or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in either such case, a successor depository is not appointed by the Corporation within 60 calendar days, or (ii) the Corporation executes and delivers to the Trustee a written notification that this Note in global form shall be so exchangeable, or (iii) an Event of Default occurs and is continuing with respect to this Note in global form. In any such instance, an owner of a beneficial interest in this Note will be entitled to physical delivery in certificated form of Notes equal in principal amount to such beneficial interest and to have such Notes registered in its name. Unless otherwise set forth above, Notes so issued in certificated form will be issued in authorized denominations only and will be issued in registered form only, without coupons. No service charge shall be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment of this Note for registration of transfer of this Notetransfer, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation, the Trustee or any Issuing and Paying Agent may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company Corporation relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company Corporation designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company Corporation and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. No service charge shall will be made for any such registration of transfer or exchange, but the Company Corporation may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the CompanyCorporation, the Trustee, the Issuing and Paying Agent, and any agent of the Company Corporation may treat the person in whose name this Note is registered as the absolute owner hereof for all purposes. If the purpose Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable: The Notes are being issued by means of receiving payment a book-entry system with no physical distribution of certificates to be made except as herein provided in the Indenture. The book-entry system maintained by Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and/or Clearstream Banking, société anonyme, Luxembourg (“Clearstream, Luxembourg”) will evidence ownership of the Notes, with transfers of ownership effected on the records of Euroclear and Clearstream, Luxembourg and their participants pursuant to rules and procedures established by Euroclear and Clearstream, Luxembourg and their participants. The Corporation will recognize Euroclear and Clearstream, Luxembourg as the depositories of the Notes, as the owner of the Notes for all other purposes, whether or not this Note be overdueincluding payment of principal (premium, if any) and interest, notices, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent voting. Transfers of the Company shall Notes will be affected effected through the facilities of Euroclear and Clearstream, Luxembourg, in accordance with the rules and procedures established by notice to those depositories. The Corporation has no responsibility for any aspect of the contraryrecords kept by Euroclear and Clearstream, Luxembourg or any of their direct or indirect participants. The Corporation does not supervise these systems in any way.

Appears in 1 contract

Samples: Bank of America Corp /De/

Registration of Transfer. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note may be registered on the Security Register or registry of the Company relating to the Notes, upon surrender of this Note for registration of transfer at the office or agency of the Company designated by it pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Trustee or the Security Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, shall will be issued to the designated transferee or transferees. [If the Notes are to be issued and outstanding pursuant to a book-entry system, the following paragraph is applicable:] The Notes are being issued by means of a book-entry system with no physical distribution of certificates to be made except as provided in the Indenture. The book-entry system maintained by DTC shall will evidence ownership of the Notes, with transfers of ownership effected on the records of DTC and its participants pursuant to rules and procedures established by DTC and its participants. The Company shall will recognize Cede & Co., as nominee of DTC, while the registered holder of the Notes, as the owner of the Notes for all purposes, including payment of principal, premium (if any) and interest, notices, and voting. Transfer of the principal, premium (if any), and interest to beneficial owners of the Notes by participants of DTC shall will be the responsibility of such participants and other nominees of such beneficial owners. So long as the book-entry system is in effect, the selection of any Notes to be redeemed shall will be determined by DTC pursuant to rules and procedures established by DTC and its participants. The Company shall will not be responsible or liable for such transfers or payments or for maintaining, supervising, or reviewing the records maintained by DTC, its participants, or persons acting through such participants. [If the Notes may be settled through depositories located in Europe, the following paragraph is applicable:] Transfers of Notes outside of the United States may be effected through the facilities of Clearstream Banking, société anonyme, Luxembourg, and Euroclear Bank, S.A./N.V., as operator of the Euroclear system, in accordance with the rules and procedures established by such depositories. No service charge shall will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax, assessment, or other governmental charge, including, without limitation, any withholding tax, payable in connection therewith. Prior to due presentment for registration of transfer of this Note, the Company, the Trustee, the Issuing and Paying Agent, and any agent of the Company may treat the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, the Trustee, the Issuing and Paying Agent, nor any such agent of the Company shall be affected by notice to the contrary.

Appears in 1 contract

Samples: Chemours Co

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