Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications Inc), Indenture (Adc Telecommunications Inc)
Replacement Securities. If (a) any a mutilated Security is surrendered to the CompanyTrustee, a Registrar together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee, or (b) the CompanyTrustee to save each of them harmless, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security of the same series and date of maturity. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or deliver in lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such Holder’s claim appertains to a new Security Registered Security, of like tenor the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee, its agents and counsel) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Indenture (Akoustis Technologies, Inc.), Indenture (Akoustis, Inc.), Indenture (Akoustis Technologies, Inc.)
Replacement Securities. If (a) any mutilated Security security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed pursuant to Article 3 or purchased by the Company pursuant to Article 35, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Purchase Agreement (C&d Technologies Inc), Indenture (Cheniere Energy Inc), Indenture (C&d Technologies Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountOriginal Principal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3Articles 12 or 13 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Indenture (Wells Fargo & Co/Mn), Indenture (Lockheed Martin Corp), Indenture (American Express Co)
Replacement Securities. (a) If (a1) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b2) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee Trustee, such security or indemnity indemnity, in each case, as shall may be reasonably required by them to save each of them harmlessharmless from any loss, expense, claim or liability, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon a Company Request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case outstanding and each Guarantor shall execute a replacement Guarantee.
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, or converted pursuant to Article 4, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase convert such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.072.08, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection therewith. .
(d) Every new Security and Guarantee issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Indenture (Service Corporation International), Indenture (Service Corporation International), Indenture (Stewart Enterprises Inc)
Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged if the requirements of Section 8-405 of the Uniform Commercial Code (aor any successor provision) any mutilated Security is surrendered are met. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the CompanyCorporation, a Registrar or the Trustee, or (b) the CompanyPaying Agent, the Registrar and the Trustee receive evidence to their satisfaction any co-registrar from any loss that any of the destruction, loss or theft of any Security, and, in either case, there them may suffer if a Security is delivered to the Company, the Registrar replaced. The Corporation and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, may charge for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such SecuritySecurity (without surrender thereof, as except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security such security or indemnity as may bebe required by them to hold each of them harmless, and in accordance herewithcase of destruction, loss or theft, evidence satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses in connection therewith (including the reasonable all fees and expenses of the Trustee or Trustee, the Registrar) in connection therewithPaying Agent, the Registrar and any co-registrar for such Security). Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same series. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)
Replacement Securities. (a) If (a1) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b2) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee Trustee, such security or indemnity satisfactory to them, in each case, as shall may be reasonably required by them to save each of them harmlessharmless from any loss, expense, claim or liability, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case .
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, or converted pursuant to Article 4, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase convert such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.072.08, the Company Company, the Trustee, or any Registrar, as applicable, may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrartheir respective counsel) in connection therewith. .
(d) Every new Security issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Indenture (Emergent Capital, Inc.), Indenture (Emergent Capital, Inc.), Indenture (Emergent Capital, Inc.)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar Trustee or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Company will issue and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shallTrustee, upon receipt of an Authentication Order, will authenticate a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like tenor and principal amountthe same Series, bearing a number not contemporaneously outstanding, if the Trustee’s requirements are met. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder thereof that is sufficient in the judgment of the Trustee and the Company pursuant to Article 3protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company may charge for its expenses in its discretion may, instead of issuing replacing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07replacement Security, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new In case any Security issued pursuant which has matured or is about to this Section 2.07 mature or has been called for redemption in lieu of any mutilated, full shall become mutilated or defaced or be destroyed, lost or stolen stolen, the Company may, instead of issuing a replacement Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated or defaced Security), if the applicant for such payment shall furnish to the Company and to the Trustee and any agent of the Company or the Trustee such security or indemnity as any of them may require to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee and any agent of the Company or the Trustee evidence to their satisfaction of the destruction, loss or theft of such Security shall constitute and of the ownership thereof. Every replacement Security is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall will be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Securities of the same Series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 4 contracts
Sources: Indenture (Americredit Financial Services Inc), Indenture (Americredit Financial Services Inc), Indenture (Americredit Financial Services Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall may be reasonably required requested by them to save each of them harmless, then, in the absence of any notice to the Company, such the Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed by the Company pursuant to Article 3ARTICLE III or repurchased by the Company pursuant to ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (DRS Technologies Inc), Indenture (CTS Corp), Indenture (Comtech Telecommunications Corp /De/)
Replacement Securities. If (a) If any mutilated Security is surrendered to the CompanyIssuer, a Registrar or the Trustee, or (b) the CompanyIssuer, the Guarantors, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the CompanyIssuer, the Guarantors, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the CompanyIssuer, the Guarantors, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, at the Company expense of the Holder, the Issuer shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountamount having a Guarantee endorsed thereon, and bearing a number not contemporaneously outstanding. In case .
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company Issuer pursuant to Article 3, or exchanged pursuant to Article 4, the Company Issuer in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase exchange such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.072.09, the Company Issuer may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto as a result of any Securities, at the request of any Holder, being issued to a Person other than such Holder and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. .
(d) Every new Security issued pursuant to this Section 2.07 2.09 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, Issuer and each Guarantor whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 2.09 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Northstar Realty Finance Corp.), Indenture (Northstar Realty Finance Corp.), Indenture (Northstar Realty)
Replacement Securities. If (a) any a mutilated Security is ---------------------- surrendered to the CompanyTrustee, a Registrar together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee, or (b) the CompanyTrustee to save each of them and any agent of either of them harmless, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Security of the same series and principal amount and date of maturity, if the Trustee's requirements are met. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or deliver in lieu of any such destroyed, lost or stolen Security, Security a new replacement Security of like tenor the same series and principal amount, bearing a number not contemporaneously outstandingcontaining identical terms and provisions as the destroyed, lost or stolen Security. In case any such mutilated, destroyed, destroyed lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (St Paul Bancorp Inc), Indenture (Farmland Industries Inc), Indenture (St Paul Bancorp Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected BONA FIDE purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities of that issue duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Apartment Investment & Management Co), Indenture (Apartment Investment & Management Co), Indenture (Apartment Investment & Management Co)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver in exchange therefor a new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, having endorsed thereon and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, Company whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Navistar International Corp /De/New), Indenture (Navistar International Corp /De/New), Indenture (Aes Corporation)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security (having the Guarantee endorsed thereon by the Guarantor) of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company or the Guarantor may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and the Guarantor, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Countrywide Home Loans Inc), Indenture (Countrywide Home Loans Inc), Indenture (Countrywide Financial Corp)
Replacement Securities. (a) If (ai) any mutilated Security is surrendered to the CompanyIssuer, a Registrar Registrar, or the Trustee, or (bii) the CompanyIssuer, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft left of any Security, and, in either caseunless otherwise agreed by the Issuer and the Trustee, there is delivered to the Company, the Registrar Issuer and the Trustee such security or indemnity as shall may be reasonably required by them to save hold each of them harmless, ; then, in the absence of notice to the Company, such Registrar Issuer or the Trustee that such Security has been acquired by a bona fide or protected purchaserProtected Purchaser, the Company Issuer shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. .
(b) In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased has been called for redemption by the Company Issuer pursuant to Article 3III of this Indenture, the Company Issuer in its discretion may, instead of issuing a new Security, pay or purchase redeem such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities Security under this Section 2.07, the Company Issuer may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses expense (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. .
(d) Every new replacement Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. Issuer.
(e) The provisions of this Section 2.07 are (exclusive and, to the extent lawful) exclusive and , shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Suzano Austria GmbH), Indenture (Suzano Austria GmbH), Indenture
Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged if the requirements of Section 8-405 of the Uniform Commercial Code (aor any successor provision) any mutilated Security is surrendered are met. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the CompanyCorporation, a Registrar or the Trustee, or (b) the CompanyPaying Agent, the Registrar and the Trustee receive evidence to their satisfaction any co-registrar from any loss which any of the destruction, loss or theft of any Security, and, in either case, there them may suffer if a Security is delivered to the Company, the Registrar replaced. The Corporation and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, may charge for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security such security or indemnity as may bebe required by them to hold each of them harmless, and in accordance herewithcase of destruction, loss or theft, evidence satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.072.08, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable all fees and expenses of the Trustee or Trustee, the RegistrarPaying Agent, the Registrar and any co-registrar for such Security) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same series. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Omnicom Group Inc), Indenture (Omnicom Capital Inc), Indenture (Omnicom Group Inc)
Replacement Securities. If (a) any mutilated Security security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Blackboard Inc), Indenture (Blackboard Inc), Indenture (Komag Inc /De/)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon its written request, the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased or redeemed by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase redeem such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Network Associates Inc), Indenture (Network Associates Inc), Indenture (Atmel Corp)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or (b) the Companywrongfully taken, the Registrar Company shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Security if the requirements of Section 8-405 of the destructionUniform Commercial Code and any other applicable provisions of law are met, loss or theft of any Security, and, in either case, there is delivered to and if the Company, Holder (i) satisfies the Registrar Company and the Trustee within a reasonable time after such security Holder has notice of such loss, destruction or indemnity as shall be reasonably required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (ii) makes such request to the Company, such Registrar Company or the Trustee that such prior to the Security has been being acquired by a bona fide or protected purchaser, purchaser and (iii) satisfies any other reasonable requirements of the Company and the Trustee. Any such request shall issue, either be accompanied by evidence satisfactory to the Company and the Trustee shall, upon receipt that any such issuance of a Company Order (which replacement Security will not involve a transfer or exchange of any Security, or shall comply with the requirements of Section 2.06. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company agrees and the Trustee to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by protect the Company pursuant to Article 3Company, the Company in its discretion mayTrustee, instead the Paying Agent, the Registrar and any co-registrar from any loss that any of issuing them may suffer if a new Security, pay or purchase such Security, as the case may be, in accordance herewithSecurity is replaced. Upon the issuance of any new Securities Security under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or Registrar and the RegistrarTrustee) in connection connected therewith. Every In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Company in its discretion may pay such Security instead of issuing a new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen replacement thereof. Every replacement Security shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.
Appears in 3 contracts
Sources: Indenture (Ric Holding Inc), Indenture (Riverwood Holding Inc), Indenture (Riverwood Holding Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Actuant Corp), Indenture (Actuant Corp), Indenture (Global Imaging Systems Inc)
Replacement Securities. If (a) If any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. .
(b) In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be purchased, redeemed or by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem, or purchase such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. .
(d) Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Purchase Agreement (Lexar Media Inc), Indenture (Bell Microproducts Inc), Indenture (Bell Microproducts Inc)
Replacement Securities. (a) If (a1) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b2) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar any Guarantor and the Trustee Trustee, such security or indemnity indemnity, in each case, as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar any Guarantor or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon a Company Request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case outstanding and each Guarantor shall execute a replacement Guarantee.
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, or converted pursuant to Article 4, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase convert such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.072.08, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection therewith. .
(d) Every new Security and Guarantee issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and any Guarantor, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Diversified Contractors Inc), Indenture (General Cable Corp /De/), Indenture (General Cable Corp /De/)
Replacement Securities. If (a) any mutilated Security is surrendered to the CompanyObligors, a Registrar or the Trustee, or (b) the CompanyObligors, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the CompanyObligors, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the CompanyObligors, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Obligors shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company Obligors pursuant to Article 3, the Company Obligors in its their discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company Obligors may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyObligors, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Valeant Pharmaceuticals International, Inc.), Indenture (Valeant Pharmaceuticals International), Indenture (Ribapharm Inc)
Replacement Securities. If (a) In the event that any mutilated Contract Security is surrendered not delivered due to any occurrence, act or event beyond the control of the Depositor and of the Trustee (such a Contract Security being herein called a "Special Security"), the Depositor shall notify the Trustee in writing of such failed contract and may instruct the Trustee to purchase Replacement Securities which have been selected by the Depositor having a cost not in excess of the cost of the Special Securities not so delivered. To be eligible for inclusion in the Trust, the Replacement Securities which the Depositor selects must: (i) in the case of Treasury Obligations be substantially identical to every Treasury Obligation then in the Trust; and (ii) be purchased within twenty days after delivery of notice of the failed contract to the CompanyTrustee or to the Depositor, a Registrar or whichever occurs first. Any Replacement Securities received by the Trustee, Trustee shall be deposited hereunder and shall be subject to the terms and conditions of this Indenture to the same extent as other Securities deposited hereunder. No such deposit of Replacement Securities shall be made after the earlier of (i) 90 days after the date of execution and delivery of the applicable Reference Trust Agreement or (bii) the Companyfirst Quarterly Record Date to occur after the date of execution and delivery of the applicable Reference Trust Agreement.
Whenever a Replacement Security is acquired by the Depositor pursuant to the provisions of this Section 3.07, the Registrar Trustee shall, within five days thereafter, mail to all Unit Holders notices of such acquisition, including an identification of the Special Security and the Trustee receive evidence to their satisfaction Replacement Security acquired. The purchase price of a Replacement Security shall be paid out of the destruction, funds in the Principal Account attributable to the Special Security which it replaces. The Trustee shall not be liable or responsible in any way for depreciation or loss or theft incurred by reason of any Security, and, in either case, there is delivered purchase made pursuant to any such instructions from the Company, the Registrar Depositor and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or instructions the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees have no duty to deliver promptly), authenticate and deliver, in exchange for purchase any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Replacement Securities under this Section 2.07, the Company may require the payment of a sum sufficient Indenture. The Depositor shall not be liable for any failure to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of instruct the Trustee to purchase any Replacement Security or the Registrar) for errors of judgment in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of selecting any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderReplacement Security. The provisions of this Section 2.07 are (to the extent lawful) exclusive and Trustee shall preclude (to the extent lawful) all other rights and remedies have no duty or responsibility with respect to the replacement or payment selection of mutilated, destroyed, lost or stolen Securitiesany Replacement Security.
Appears in 3 contracts
Sources: Trust Indenture and Agreement (Government Securities Equity Trust Series 10), Trust Indenture and Agreement (Government Securities Equity Trust Series 12), Trust Indenture and Agreement (Government Securities Equity Trust Series 11)
Replacement Securities. If (a) any mutilated the Holder of a Security is surrendered claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same Series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the CompanyCorporation, a Registrar or the Trustee, or (b) the CompanyPaying Agent, the Registrar and the Trustee receive evidence to their satisfaction any co-registrar from any loss which any of the destruction, loss or theft of any Security, and, in either case, there them may suffer if a Security is delivered to the Company, the Registrar replaced. The Corporation and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, may charge for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Calculation Agent, the Registrar and any co-registrar for such Security such security or indemnity as may bebe required by them to hold each of them harmless, and in accordance herewithcase of destruction, loss or theft, evidence satisfactory to the Corporation, the Trustee, the Paying Agent, the Calculation Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.072.8, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable all fees and expenses of the Trustee or Trustee, the RegistrarPaying Agent, the Calculation Agent the Registrar and any co-registrar for such Security) in connection connected therewith. Every new Security of any Series issued pursuant to this Section 2.07 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same Series. The provisions of this Section 2.07 2.8 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securitiesstolen.
Appears in 3 contracts
Sources: Indenture (Martin Marietta Materials Inc), Indenture (Martin Marietta Materials Inc), Indenture Agreement (Martin Marietta Materials Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon its written request, the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased or redeemed by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase redeem such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may may, as a condition to such issuance, require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, mutilated destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 3 contracts
Sources: Indenture (Aspect Telecommunications Corp), Indenture (Aspect Telecommunications Corp), Indenture (Aspect Telecommunications Corp)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected BONA FIDE purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal ▇▇▇▇▇▇, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Multiverse Acquisition Corp), Indenture (Talk Radio Network Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser within the meaning of Article 8 of the Uniform Commercial Code (a "PROTECTED PURCHASER"), the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which Order, the Company agrees to deliver promptly), Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (America West Holdings Corp), Indenture (Dri I Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article 35, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto as the result of any Securities, at the request of any Holder, being issued to a Person other than such Holder and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Linear Technology Corp /Ca/), Indenture (Linear Technology Corp /Ca/)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser (within the meaning of Section 8-303 of the Uniform Commercial Code), the Company shall issueexecute, and upon the Company's written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Replacement Securities. If (a) any mutilated ------------------------------------ Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and the Trustee shallTrustee, upon receipt of a Company Order (which the Company agrees to deliver promptly)Order, shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of Holder thereof to pay a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Lowes Companies Inc), Indenture (Lowes Companies Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security Security or indemnity bond as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal A▇▇▇▇▇, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed by the Company pursuant to Article 3III hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase redeem such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.9, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or and the Registrarreasonable fees and disbursements of its counsel) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.9 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.9 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (WSFS Financial Corp), Indenture (WSFS Financial Corp)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a an Order of the Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.06, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: First Supplemental Indenture (Airtran Holdings Inc), First Supplemental Indenture (Airtran Holdings Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver, in exchange for such mutilated Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may bebe required by them to save each of them and any agent of any of them harmless, and in accordance herewiththe case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all any other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Senior Indenture (MSCI Inc.), Senior Indenture (IHS Markit Ltd.)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, contractual obligation of the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.
Appears in 2 contracts
Sources: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Replacement Securities. If In the event that any Security shall become mutilated, defaced, destroyed, lost or stolen, the Company and, until the release of the Subsidiary Guarantee in accordance with the provisions of Section 11.07, the Guarantor shall execute and, upon the Company’s request, the Trustee shall authenticate and deliver a new Security, of like tenor (aincluding the same date of issuance) any and equal principal amount, registered in the same manner, and bearing interest from the date to which interest has been paid on such Security (or if no interest has been paid, then from the date of original issuance), in exchange and substitution for such Security (upon surrender and cancellation thereof in the case of a mutilated or defaced Security) or in lieu of and substitution for such Security. In the event that such Security is surrendered destroyed, lost or stolen, the applicant for a substitute Security shall furnish to the Company, a Registrar or the Guarantor, the Trustee, any Paying Agent (including, without limitation, the Luxembourg Paying Agent), any Transfer Agent (including, without limitation, the Luxembourg Transfer Agent), the Registrar and any co-registrar such security or (b) indemnity as may be required by them to hold each of them harmless, and, in every case of destruction, loss or theft of such Security, the applicant shall also furnish to the Company, the Registrar Guarantor and the Trustee receive satisfactory evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, and of the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewithownership thereof. Upon the issuance of any new Securities under this Section 2.07substituted Security, the Company may require the payment by the registered Holder thereof of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable fees and expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Cencosud S.A.), Indenture (Cencosud S.A.)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon its written request, the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased or redeemed by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase redeem such Security, as the case may be, in accordance herewithmaybe. Upon the issuance of any new Securities under this Section 2.072.7, the Company may may, as a condition to such issuance, require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, mutilated destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Atmel Corp), Indenture (Atmel Corp)
Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged if the requirements of Section 8-405 of the Uniform Commercial Code (aor any successor provision) any mutilated Security is surrendered are met. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the CompanyCorporation, a Registrar or the Guarantor, the Trustee, or (b) the CompanyPaying Agent, the Registrar and the Trustee receive evidence to their satisfaction any co-registrar from any loss which any of the destruction, loss or theft of any Security, and, in either case, there them may suffer if a Security is delivered to the Company, the Registrar replaced. The Corporation and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, may charge for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Guarantor, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security such security or indemnity as may bebe required by them to hold each of them harmless, and in accordance herewithcase of destruction, loss or theft, evidence satisfactory to the Corporation, the Guarantor, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.072.08, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable all fees and expenses of the Trustee or Trustee, the RegistrarPaying Agent, the Registrar and any co-registrar for such Security) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same series. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Lockheed Martin Corp), Indenture (Lockheed Martin Corp)
Replacement Securities. If (a) In the event that any mutilated Contract Security is surrendered not delivered due to any occurrence, act or event beyond the control of the Depositor and of the Trustee (such a Contract Security being herein called a 'Special Security'), the Depositor may instruct the Trustee to purchase Replacement Securities which have been selected by the Depositor having a cost not in excess of the cost of the Special Securities not so delivered. To be eligible for inclusion in the Trust, the Replacement Securities which the Depositor selects must: (i) be of the same type as that replaced (e.g., both will be common stock or preferred stock); (ii) in the Depositor's judgment, closely resemble the Special Security as respects the investment characteristics which led the Depositor to select the Special Security for inclusion in the Trust; and (iii) be purchased within twenty days after delivery of notice of the failed contract to the CompanyTrustee or to the Depositor, a Registrar or whichever occurs first. Any Replacement Securities received by the Trustee, Trustee shall be deposited hereunder and shall be subject to the terms and conditions of this Indenture to the same extent as other Securities deposited hereunder. No such deposit of Replacement Securities shall be made after the earlier of (i) 90 days after the date of execution and delivery of the applicable Reference Trust Agreement or (bii) the Companyfirst Distribution Date to occur after the date of execution and delivery of the applicable Reference Trust Agreement.
Whenever a Replacement Security is acquired by the Depositor pursuant to the provisions of this Section 3.07, the Registrar Trustee shall, within five days thereafter, mail to all Unit Holders notices of such acquisition, including an identification of the Special Security and the Trustee receive evidence to their satisfaction Replacement Security acquired. The purchase price of a Replacement Security shall be paid out of the destruction, funds in the principal account attributable to the Special Security which it replaces. The Trustee shall not be liable or responsible in any way for depreciation or loss or theft incurred by reason of any Security, and, in either case, there is delivered purchase made pursuant to any such instructions from the Company, the Registrar Depositor and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or instructions the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees have no duty to deliver promptly), authenticate and deliver, in exchange for purchase any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Replacement Securities under this Section 2.07, the Company may require the payment of a sum sufficient Indenture. The Depositor shall not be liable for any failure to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of instruct the Trustee to purchase any Replacement Security or the Registrar) for errors of judgment in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of selecting any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesReplacement Security.
Appears in 2 contracts
Sources: Trust Indenture and Agreement (National Equity Trust Otc Growth Trust Series 5), Trust Indenture and Agreement (National Equity Tr Short Term Low 5 Cover Write Opt Tr Ser 1)
Replacement Securities. If (a) If any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) and the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case outstanding and the Guarantor shall execute a replacement Guarantee.
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, or converted pursuant to Article 4, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase convert such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. .
(d) Every new Security or Guarantee issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or Guarantee shall constitute an original additional contractual obligation of the CompanyCompany and the Guarantor, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Bowater Inc), Indenture (AbitibiBowater Inc.)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and upon a Company Order, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3III hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, in cash, Ordinary Shares or a combination thereof as permitted in this Indenture, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Xl Capital LTD), Indenture (Xl Capital LTD)
Replacement Securities. If (a) any mutilated the Holder of a Security is surrendered claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the CompanyCorporation, a Registrar or the Trustee, or (b) the CompanyPaying Agent, the Registrar and the Trustee receive evidence to their satisfaction any co-registrar from any loss which any of the destruction, loss or theft of any Security, and, in either case, there them may suffer if a Security is delivered to the Company, the Registrar replaced. The Corporation and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, may charge for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security such security or indemnity as may bebe required by them to hold each of them harmless, and in accordance herewithcase of destruction, loss or theft, evidence satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.072.8, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable all fees and expenses of the Trustee or Trustee, the RegistrarPaying Agent, the Registrar and any co-registrar for such Security) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same series. The provisions of this Section 2.07 2.8 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Martin Marietta Materials Inc), Indenture (Martin Marietta Materials Inc)
Replacement Securities. (a) If (a1) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b2) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee Trustee, such security or indemnity indemnity, in each case, as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon a Company Request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case outstanding and each Guarantor shall execute a replacement Guarantee.
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, or converted pursuant to Article 4, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase convert such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.072.08, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection therewith. .
(d) Every new Security and Guarantee issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Mylan Bertek Pharmaceuticals Inc.), Indenture (Mylan Laboratories Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon its written request, the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be repurchased or redeemed by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, repurchase or purchase redeem such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may may, as a condition to such issuance, require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, mutilated destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Wellpoint Health Networks Inc /De/), Indenture (Wellpoint Health Networks Inc /De/)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security Security or indemnity bond as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed by the Company pursuant to Article 3III hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase redeem such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.9, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or and the Registrarreasonable fees and disbursements of its counsel) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.9 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.9 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Hallmark Financial Services Inc), Indenture (WSFS Financial Corp)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, a Registrar or such Holder shall furnish an indemnity bond sufficient in the Trustee, or (b) judgment of the Company and the Trustee to protect the Company, the Registrar and Guarantors, the Trustee receive evidence to their satisfaction of Trustee, the destruction, loss or theft of any Security, and, in either case, there is delivered to the CompanyPaying Agent, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each any co-registrar from any loss which any of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such may suffer if a Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingis replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3Company, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.072.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Grey Wolf Inc), Indenture (Di Industries Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountamount and series, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3III hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Integrated Electrical Services Inc), Purchase Agreement (Integrated Electrical Services Inc)
Replacement Securities. If (a) any a mutilated Security or Definitive Registered Certificate of any series is surrendered to the Company, a Registrar or if the Holder of a Security of any series claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security or Definitive Registered Certificate of the same series, as applicable, if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security or Definitive Registered Certificate, as applicable, being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Trustee, or (b) the Company, relevant Paying Agent and the Registrar from any loss that any of them may suffer if a Security or Definitive Registered Certificate is replaced. The Issuer and the Trustee receive evidence to may charge the Holder for their satisfaction expenses in replacing a Security or Definitive Registered Certificate, including fees and expenses of counsel and for any tax that may be imposed in replacing such Security or Definitive Registered Certificate, as applicable. In the destructionevent that a Global Security or Definitive Registered Certificate is mutilated, loss lost, destroyed or theft of any Security, and, in either case, there is delivered to the Company, the Registrar wrongfully taken and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Global Security or the Trustee that such Definitive Registered Security has been acquired by a bona fide or protected purchaserevidenced thereby, the Company shall issueas applicable, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Security instead of issuing a new Security, pay Security or purchase such SecurityDefinitive Registered Certificate, as the case may beapplicable, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderreplacement thereof. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen Securitieswrongfully taken Securities or Definitive Registered Certificates.
Appears in 2 contracts
Sources: Indenture (Delhaize Group), Indenture (Shop 'N Save-Mass, Inc.)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, a Registrar to the effect that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements are met. If required by the Trustee or (b) the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Registrar Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge such Holder for their satisfaction of the destruction, loss or theft of any expenses in replacing a Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Total Renal Care Holdings Inc), Indenture (General Semiconductor Inc)
Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or the Trustee, or (b) the Companywrongfully taken, the Registrar Company shall, subject to the further provisions of this Section 2.8, issue and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by authenticate a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses and the expenses of the Trustee (including without limitation attorneys' fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as the case may be, Security in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of If required by the Trustee or the RegistrarCompany, (i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a Security is replaced or paid as provided in this Section 2.8 and (ii) in connection therewiththe case of a lost, destroyed or wrongfully taken Security, evidence must be furnished to the satisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Every new Notwithstanding the foregoing, the Company and the Trustee shall have no obligation to replace or pay a Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost 2.8 if either the Company or stolen the Trustee has notice that such Security shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderIndenture. The To the extent permitted by law, the foregoing provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.
Appears in 2 contracts
Sources: Indenture (Arrow Electronics Inc), Indenture (Arrow Electronics Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to actual knowledge by the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser (within the meaning of Section 8-303 of the Uniform Commercial Code), the Company shall issueexecute, and upon the Company's written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3III hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Yellow Roadway Corp), Indenture (Yellow Corp)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptlywithout unreasonable delay), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 34, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.10, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.10 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.10 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Rambus Inc), Indenture (Rambus Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Labone Inc/), Indenture (Financial Federal Corp)
Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or wrongfully taken and presents to the Trustee, or (b) the Company, the Registrar Guarantor and the Trustee receive any Agent evidence to their satisfaction of the destructionloss, loss destruction or theft wrongful taking of any such Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, issue and the Trustee shall, upon receipt of shall authenticate a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, having a Guarantee executed by the Guarantor endorsed thereon, bearing a number not contemporaneously outstanding. An indemnity bond must be furnished that is sufficient in the judgment of the Trustee, the Company and the Guarantor to protect the Trustee, the Company, the Guarantor and any Agent from any loss that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, and the Company Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as Security (with the case may be, Guarantee endorsed thereon) in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses Every replacement Security (including the reasonable fees and expenses of the Trustee or the RegistrarGuarantee endorsed thereon) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not Company and the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the Guarantee endorsed thereon duly issued authenticated and outstanding delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.
Appears in 2 contracts
Sources: Subordinated Indenture (Credit Suisse Group), Senior Guaranteed Indenture (Credit Suisse Group)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, a Registrar or such Holder shall furnish an indemnity bond sufficient in the Trustee, or (b) judgment of the Company and the Trustee to protect the Company, the Registrar and Trustee, the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the CompanyPaying Agent, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each any co-registrar from any loss which any of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such may suffer if a Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingis replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3Company, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.072.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Trend Drilling Co), Indenture (Nabors Industries Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or and/or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Charming Shoppes Inc), Indenture (Parker Drilling Co /De/)
Replacement Securities. If (a) any the Holder of a mutilated or defaced Security is surrendered or a Security with a mutilated or defaced coupon appertaining to it surrenders such Security to the Company, Trustee or if the Holder of a Registrar or Security presents evidence to the Trustee, or (b) satisfaction of the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of that the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by lost, destroyed or wrongfully taken or that a bona fide coupon has been lost, stolen or protected purchaserwrongfully taken and surrenders the Security to which such coupon appertains with all appurtenant coupons not so lost, stolen or wrongfully taken, the Company shall issue, issue and the Trustee shall, upon receipt of shall authenticate a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of the same series and of like tenor and principal amounttenor, bearing a number not contemporaneously outstandingwith coupons corresponding to the coupons, if any, appertaining to the surrendered Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security or coupon has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, may pay the Company in its discretion may, Security or coupon instead of issuing a new SecuritySecurity or coupon; provided, pay however, that payment of principal of and any interest on and Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or purchase such Securityagency located outside the United States and, unless otherwise specified as contemplated by Section 2.01, any interest on Bearer Securities shall be payable only upon presentation and surrender of the case may becoupons appertaining thereto. If required by the Trustee or the Company, an indemnity bond must be provided which is sufficient in accordance herewith. Upon the issuance judgment of any new Securities under this Section 2.07, the Company and the Trustee to protect the Company and the Trustee or any Agent from any loss which any of them may require suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their fees and expenses in replacing a Security and for payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewiththereto. Every new replacement Security issued pursuant to this Section 2.07 in lieu of any mutilatedseries, destroyedwith its coupons, lost or stolen Security shall constitute if any, is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued and outstanding hereunder. The provisions of under this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesIndenture.
Appears in 2 contracts
Sources: Indenture (Natural Microsystems Corp), Indenture (Natural Microsystems Corp)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save hold each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement there placement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Integra Lifesciences Holdings Corp), Indenture (Integra Lifesciences Holdings Corp)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a bona fide purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, contractual obligation of the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company shall execute and, upon the written request of the Company signed by one Officer of the Company, the Registrar Trustee shall authenticate and deliver, in exchange for such mutilated Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee receive (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or and/or indemnity as shall may be reasonably required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon the written request of the Company signed by one Officer of the Company, the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security and/or indemnity as may bebe required by them to save each of them and any agent of any of them harmless, and in accordance herewiththe case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company and/or the Trustee may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all any other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Senior Indenture (Gartner Inc), Senior Indenture (Gartner Inc)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction Holder of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee a Security claims that such Security has been acquired by a bona fide lost, destroyed or protected purchaserstolen, the Company shall issue, issue and the Trustee shallshall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, upon receipt such Holder shall furnish an indemnity bond sufficient in the judgment of a Company Order (which the Company agrees and the Trustee to deliver promptly)protect the Company, authenticate the Trustee, the Paying Agent, the Registrar and deliver, any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen replacing a Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be repurchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase repurchase such Security, as the case may be, Security in accordance herewithcash in an amount equal to its principal amount plus any accrued and unpaid interest thereon. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in exchange for any mutilated Security, or in lieu of any mutilated, destroyed, lost or stolen Security Security, shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (American Realty Capital Properties, Inc.), Indenture (CapLease, Inc.)
Replacement Securities. If (a) any mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, a Registrar to the effect that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements are met. If required by the Trustee or (b) the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Registrar Trustee or any Agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge such Holder for their satisfaction of the destruction, loss or theft of any expenses in replacing a Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Expressjet Holdings Inc), Indenture (Expressjet Holdings Inc)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the TrusteeHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and, upon receipt of an Issuer Order, the Trustee or, as the case may be, an Authenticating Agent, shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchase”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Registrar Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee receive evidence to may charge for their satisfaction expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the destruction, loss original Security in lieu of which such replacement Security was issued presents for payment or theft of any registration such original Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice provided therefor to the Companyextent of any loss, such Registrar damage, cost or expense incurred by the Trustee or the Trustee that such Company in connection therewith. Every replacement Security has been acquired by is a bona fide or protected purchaser, contractual obligation of the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingCompany. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.
Appears in 2 contracts
Sources: Indenture (Nabors Industries Inc), Indenture (Nabors Industries Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, Trustee or (b) the Company, the Registrar Corporation and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either each case, there is delivered to the Company, the Registrar Corporation and the Trustee such security or indemnity indemnity, as shall be reasonably required by them required, referred to save each of them harmlessin the next succeeding sentence, then, in the absence of notice to the Company, such Registrar Corporation or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Corporation shall issue, issue and the Trustee shallTrustee, upon receipt the written order of a Company Order (which the Company agrees to deliver promptly)Corporation signed by two Officers of the Corporation, shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, deliver a new replacement Security of like tenor and principal amountamount if the Trustee’s requirements for replacement of Securities are met. If required by the Trustee or the Corporation, bearing an indemnity bond or other security must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Corporation to protect the Corporation, the Trustee, any Agent and authenticating agent from any loss that any of them may suffer if a number not contemporaneously outstandingSecurity is replaced. Upon the issuance of any replacement Securities under this Section, the Corporation may require the payment of a sum sufficient to pay all documentary, stamp or similar issue or transfer taxes or other governmental charges that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) incurred in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be repurchased or redeemed by the Company Corporation pursuant to Section 3.07, Article 3V or Article IV hereof, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase repurchase or redeem such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new replacement Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Corporation and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Domtar Paper Company, LLC), Indenture (Domtar CORP)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser within the meaning of Article 8 of the Uniform Commercial Code (a “Protected Purchaser”), the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which Order, the Company agrees to deliver promptly), Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (CBRL Group Inc), Indenture (CBRL Group Inc)
Replacement Securities. If (a) any a mutilated Security or any Security with a mutilated coupon appertaining to it is surrendered to the Trustee or if the Holder of a Security claims that the Security or any coupon has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate and deliver a replacement Security of the same Series if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, a Registrar or such Holder shall furnish an indemnity bond sufficient in the Trustee, or (b) judgment of the Company and the Trustee to protect the Company, the Registrar Trustee or any Agent from any loss which any of them may suffer if a Security or coupon is replaced. The Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, may each charge such Holder for its reasonable out-of-pocket expenses in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such replacing a Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.08, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and of the Trustee or the Registrar) in connection therewithTrustee. Every new replacement Security of any Series with its coupons, if any, issued pursuant to this Section 2.07 in lieu of any mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Security or coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series and its coupons, if any, duly issued hereunder. In case any such mutilated, destroyed, lost or wrongfully taken Security or coupon has become or is about to become due and outstanding hereunderpayable, the Company in its discretion may, instead of issuing a new Security or coupon, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any), any interest on and any Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 2.04, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 2.02, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Securities.
Appears in 2 contracts
Sources: Indenture (Vantage Drilling CO), Indenture (Vantage Drilling CO)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute and, and upon the Company’s written request, the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Amerus Group Co/Ia), Indenture (Amerus Group Co/Ia)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the CompanyCompany shall execute, the Registrar and the Trustee receive shall authenticate and deliver, in exchange for such mutilated Security, a new Security of the same series and of like tenor and Principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, Principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as Security (without surrender thereof except in the case of a mutilated Security or coupon) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as may bebe required by them to save each of them and any agent of any of them harmless, and in accordance herewiththe case of destruction, loss or theft, evidence satisfactory to the Company and the Trustee and any agent of them of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all any other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Grede LLC), Indenture (Grede LLC)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be purchased, redeemed or repurchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem, repurchase or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Invision Technologies Inc), Indenture (Emulex Corp /De/)
Replacement Securities. If (a) any mutilated Security is Securities are surrendered to the Company, a Registrar Trustee or the Trustee, Issuers or (b) if the Company, Holder of a Security claims that the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide lost, destroyed or protected purchaserwrongfully taken, the Company shall issue, Issuers will issue and the Trustee shallTrustee, upon receipt of an Authentication Order, will authenticate a Company Order (which replacement Security if the Company agrees Holder satisfies any reasonable requirements of the Trustee and the Issuers. If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuers to deliver promptly)protect the Issuers, authenticate the Trustee, any Agent and deliver, any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Issuers and the Trustee may charge the Holders for each of its expenses in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen replacing a Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost lost, or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Issuers in its their sole discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.07, the Company Issuers may require the payment of a sum sufficient to cover any tax, assessment assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in exchange for any mutilated Security or in lieu of any mutilated, destroyed, lost lost, or stolen Security shall will constitute an original additional contractual obligation of the CompanyIssuers, whether or not the mutilated, destroyed, lost lost, or stolen Security shall be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or stolen Securities.
Appears in 2 contracts
Sources: Indenture (Radio One, Inc.), Indenture (Radio One, Inc.)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or if the Trustee, or (b) Holder of a Security claims that the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide lost, destroyed or protected purchaserwrongfully taken, the Company shall issue, upon receipt of an Issuer Order, and the Trustee shallor, upon receipt as the case may be, an Authenticating Agent, shall authenticate a replacement Security if the requirements of a Company Order Section 8-405 of the Uniform Commercial Code are met, such that the Holder (which a) satisfies the Company agrees or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to deliver promptly)receiving such notification, authenticate (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and deliver(c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in exchange the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge for any their expenses in replacing a Security. If, after the delivery of such mutilated replacement Security, a protected purchaser of the original Security or in lieu of any which such destroyed, lost replacement Security was issued presents for payment or stolen registration such original Security, the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a new protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Company in connection therewith. Every replacement Security is a contractual obligation of like tenor and principal amount, bearing a number not contemporaneously outstandingthe Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.
Appears in 2 contracts
Sources: Indenture (Nabors Industries Inc), Indenture (Nabors Industries Inc)
Replacement Securities. If (a) any mutilated Security security is surrendered to the Company, a Registrar or the Trustee, Trustee or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save hold each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, payable or purchased repurchased by the Company pursuant to Article 3III, the Company in its discretion may, instead of issuing a new Security, pay or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Rayonier Inc)
Replacement Securities. If (a) any a mutilated Security is surrendered to the CompanyTrustee, a Registrar together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee, or (b) the CompanyTrustee to save each of them harmless, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security of the same series and date of maturity. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or deliver in lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such H▇▇▇▇▇’s claim appertains to a new Security Registered Security, of like tenor the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee, its agents and counsel) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Know Labs, Inc.)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Replacement Securities. (a) If (a1) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b2) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee Trustee, such security or indemnity indemnity, in each case, as shall may be reasonably required by them to save each of them harmlessfrom any loss they may suffer if a Security is replaced, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon a Company Request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case The Trustee and the Company each may charge such Holder for their expenses in replacing such Security.
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, or converted pursuant to Article 4, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase convert such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.072.08, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection therewith. .
(d) Every new Security issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Morgans Hotel Group Co.)
Replacement Securities. If (a) If any mutilated Security is surrendered to the Company, a Registrar Company or the Trustee, the Company shall execute, and the Trustee shall authenticate and deliver or (b) exchange therefor, a new Security containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. If the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of actual notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and delivermake available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. .
(b) In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company or the Trustee pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. .
(d) Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.time
Appears in 1 contract
Sources: Indenture (Associated Materials Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the CompanyTrustee, a Registrar together with such security or indemnity as may be required by the Corporation or the Trustee, or (b) the CompanyTrustee to save each of them and any agent of either of them harmless, the Registrar Corporation shall execute and the Trustee receive shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated security in accordance with its customary procedures. If there shall be delivered to the Corporation and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Corporation or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company Corporation shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, amount and bearing a number not contemporaneously outstanding. If, after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Corporation and the Trustee in connection therewith. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company Corporation in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company Corporation may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses in connection therewith (including the reasonable all fees and expenses of the Trustee or Trustee, the Registrar) in connection therewithPaying Agent, the Registrar and any co-registrar for such Security). Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderof the same series. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Lockheed Martin Corp)
Replacement Securities. If (a) If any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) and the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case .
(b) If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, or exchanged pursuant to Article 4, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or purchase exchange such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto as a result of any Securities, at the request of any Holder, being issued to a Person other than such Holder and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. .
(d) Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Securitysecurity, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed or repurchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay redeem or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company or the Trustee may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Century Aluminum Co)
Replacement Securities. If (a) any a mutilated Security or a Security with a mutilated interest coupon appertaining to it is surrendered to the Company, a Registrar or the Trustee, together with, in proper cases, such security or (b) indemnity as may be required by the Company, the Registrar Guarantors or the Trustee to save each of them harmless, the Company and the Guarantors shall execute and the Trustee receive shall authenticate and deliver a replacement Registered Security with Senior Subordinated Guarantees endorsed thereon, if such surrendered Security was a Registered Security, or a replacement Bearer Security with Senior Subordinated Guarantees endorsed thereon with interest coupons corresponding to the interest coupons appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, of the same series and date of maturity. If there shall be delivered to the Company, the Guarantors and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security or interest coupon has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, and the Company Guarantors in its their discretion may, instead of issuing a new SecuritySecurity or interest coupon with Senior Subordinated Guarantees endorsed thereon, pay such Security or purchase such Securityinterest coupon; provided, however, that payment of principal of and any premium or interest on Bearer Securities shall, except as otherwise provided in Section 9.2, be payable only at an office or agency located outside the case may beUnited States and, in accordance herewithunless otherwise specified as contemplated by Section 3.1, any interest on Bearer Securities shall be payable only upon presentation and surrender of the interest coupons appertaining thereto. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company and the Guarantors may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee, its agents and counsel) in connection connected therewith. Every new Security with Senior Subordinated Guarantees endorsed thereon of any series with its interest coupons, if any, issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen interest coupon appertains, shall constitute an original additional contractual obligation of the CompanyCompany and the relevant Guarantor, whether or not the mutilated, destroyed, lost or stolen Security and its interest coupon, if any, or the destroyed, lost or stolen interest coupon, shall be at any time enforceable by anyone, and shall be entitled to all the - 42 - 51 benefits of this Indenture equally and proportionately with any and all other Securities of that series and their interest coupons, if any, duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesSecurities or interest coupons.
Appears in 1 contract
Sources: Senior Subordinated Indenture (Allied Waste Industries Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, Trustee or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Ocwen Financial Corp)
Replacement Securities. If (ai) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (bii) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Guarantors shall execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security and related Guarantees of like tenor and principal amountamount at maturity, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Best Buy Co Inc)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) if the CompanyHolder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Registrar Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Security furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of such Security and if the Holder (a) files with the Issuer a sufficient indemnity bond and executes a customary indemnity agreement; (b) satisfies other reasonable requirements imposed by the Issuer or the Trustee; and (c) complies with any Security, and, applicable law as in either case, there is delivered to effect on the CompanyIssue Date. If required by the Trustee, the Registrar Agents or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar, the Transfer Agent, and any Paying Agent from any loss that any of them may suffer if such Security is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmlessmay charge the Issuer for the Trustee’s out-of-pocket expenses (including, thenwithout limitation, reasonable attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable out-of-pocket fees and expenses of the Trustee or incurred prior to the Registraroccurrence of an Event of Default and the out-of-pocket fees and expenses of the Trustee incurred following the occurrence of an Event of Default) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen replacement Security shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderIssuer. The provisions of this Section 2.07 2.09 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Securities.
Appears in 1 contract
Sources: Indenture (LKQ Corp)
Replacement Securities. If (a) If any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as shall will be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount at Maturity, bearing a number not contemporaneously outstanding. .
(b) In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be purchased, redeemed or by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem, or purchase such Security, as the case may be, in accordance herewith. .
(c) Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. .
(d) Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. .
(e) The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Mgi Pharma Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, Trustee or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser within the meaning of Article 8 of the Uniform Commercial Code (a "Protected Purchaser"), the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which Order, the Company agrees to deliver promptly), Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Apex Silver Mines LTD)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed pursuant to Article 3 or purchased by the Company pursuant to Article 34 or Article 5, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Unisource Energy Corp)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them and each Subsidiary Guarantor harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaserpurchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall issueexecute, and upon the Company’s written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstandingoutstanding and having endorsed thereon the Guarantees executed by the Subsidiary Guarantors. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, execute in exchange for any such mutilated Security of any series or in lieu of any such destroyed, lost or stolen SecuritySecurity of any series, a new Security of the same series and of like tenor and principal amount, bearing a number not contemporaneously outstanding, and the Trustee shall authenticate and make such new Security available for delivery. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.09, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.07 2.09 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, Company whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately ratably with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.09 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Pennsylvania Electric Co)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar Mark IV or the Trustee, or (b) the Company, the Registrar Mark IV and the Trustee receive evidence to their evidenc▇ ▇▇ ▇▇eir satisfaction of the destruction▇▇▇▇▇▇▇tion, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Mark IV and the Trustee such security or indemnity as shall may be reasonably required by them ▇▇ ▇▇▇▇ to save each of them harmless, then, in the absence of notice to the Company, such Registrar Mark IV or the Trustee that such Security has been acquired by a bona fide or protected purchaser▇▇▇▇ ▇▇rchaser, Mark IV shall execute, and upon its written request, the Company Trustee shall issue, ▇▇▇▇▇▇ticate and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and delivermake available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company Mark IV pursuant to Article 3Section 4.11, the Company Mark IV in its discretion may, instead of issuing inste▇▇ ▇▇ ▇ssuing a new Security, pay or purchase ▇▇ ▇▇▇▇hase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company Mark IV may require the payment of a sum sufficient to cover any tax, assessment or other tax o▇ ▇▇▇▇▇ governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyMark IV, whether or not the mutilated, destroyed, lost or stolen Security shall Secur▇▇▇ ▇▇▇ll be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securitiessecurities.
Appears in 1 contract
Sources: Indenture (Mark Iv Industries Inc)
Replacement Securities. If (a) any a defaced or mutilated Security of any series is surrendered to the CompanyTrustee or if a Holder claims that its Security of any series has been lost, a Registrar destroyed or the Trustee, or (b) the Companywrongfully taken, the Registrar Company shall, subject to the further provisions of this Section 2.8, issue and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by authenticate a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new replacement Security of like such series and tenor and principal amount, amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses land the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Security instead of issuing a new Security, pay or purchase such Security, as the case may be, Security in accordance herewithreplacement thereof. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of If required by the Trustee or the RegistrarCompany, (i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a security is replaced or paid as provided in this Section 2.8 and (ii) in connection therewiththe case of a lost, destroyed or wrongfully taken security, evidence must be furnished to the satisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Every new Notwithstanding the foregoing, the company and the Trustee shall have no obligation to replace or pay a Security issued pursuant to this Section 2.07 in lieu of any mutilated2.8 if either the, destroyed, lost Company or stolen the Trustee has notice that such Security shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunderIndenture. The To the extent permitted bylaw, the foregoing provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.
Appears in 1 contract
Sources: Indenture (La Quinta Properties Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 310 or Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance issuance, authentication and delivery of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued issued, authenticated and delivered pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Alloy Inc)
Replacement Securities. If (a) any a mutilated Security is surrendered to the CompanyTrustee or if the Holder of a Security claims and submits an affidavit or other evidence, a Registrar or satisfactory to the Trustee, to the effect that the Security has been lost, destroyed or (b) wrongfully taken, the Company shall issue and the Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements are met. If required by the Trustee or the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee, to protect the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, or any Agent from any loss or theft of which any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmlessmay suffer if a Security is replaced. The Company may charge such Holder for its reasonable, then, out-of-pocket expenses in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by replacing a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Arris Group Inc)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such the Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and upon its written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a certificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased is about to be redeemed by the Company pursuant to Article 3III or repurchased by the Company pursuant to Article IV or Article V, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Replacement Securities. If (a) any mutilated Security is ---------------------- surrendered to the Company, a Registrar Company or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and upon its ---- ---- written request the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Hewlett Packard Co)
Replacement Securities. If (a) any a mutilated Security is surrendered to the CompanyTrustee, a Registrar together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee, or (b) the CompanyTrustee to save each of them harmless, the Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security of the same series and date of maturity. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar Security and the Trustee (ii) such security or indemnity as shall may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, execute and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or deliver in lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such ▇▇▇▇▇▇’s claim appertains to a new Security Registered Security, of like tenor the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities Security under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee, its agents and counsel) in connection connected therewith. Every new Security of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Exact Sciences Corp)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, and there is delivered to the Company, the Registrar Company and the Trustee such security or indemnity as shall may be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issueexecute, and the Guarantors shall endorse and, upon the Company's written request, the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amountPrincipal Amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax, assessment tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and the Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Gtech Holdings Corp)
Replacement Securities. If (a) any a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the Authentication Agent shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Registrar within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Registrar prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Registrar. If required by the Registrar, Trustee or the Company, a such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Registrar or Trustee to protect the Registrar or Trustee or (ii) the Company, to protect the Company, the Trustee, or (b) the Paying Agent and the Registrar, from any loss that any of them may suffer if a Security is replaced. The Company, the Registrar and the Trustee receive evidence to may charge the Holder for their satisfaction of expenses in replacing a Security (including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for event any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, may direct the Registrar to pay or purchase the same without surrender thereof upon the Holder furnishing the Company and the Registrar with indemnity satisfactory to them and complying with such Security, other reasonable regulations as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.07, the Company may require prescribe and paying such reasonable expense as the payment of a sum sufficient to cover any tax, assessment or other governmental charge that Company and the Registrar may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) incur in connection therewith. Every new replacement Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.
Appears in 1 contract
Sources: Indenture (TPC Group Inc.)
Replacement Securities. If (a) any mutilated Security is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptlywithout unreasonable delay), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 34, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Securities under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
Appears in 1 contract
Sources: Indenture (Rambus Inc)