Security Register. The Registrar, as agent of the Corporation for the purpose, shall maintain at Citibank, N.A., London Branch, 21st Floor, Citigroup Centre, 33 Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or at such other place where its corporate trust office is located, a register for each Series of Securities in which shall be recorded the names, addresses and (if applicable) taxpayer identification numbers of registered owners of the Securities and the numbers of such Securities and other details with respect to the issuance, transfer and exchange of such Securities (the register maintained in such office and in any other office or agency for such purpose being herein sometimes collectively referred to as the “Security Register”). Upon presentation for the purpose at said office of the Registrar of any Security of such Series, accompanied by a written instrument of transfer in form approved by the Corporation and acceptable to the Registrar (it being understood that, until written notice to the contrary is given to holders of Securities of a Series, (i) the Corporation shall be deemed to have approved the form of instrument of transfer, if any, printed on any definitive Security of such Series and (ii) such form of transfer shall be deemed acceptable to the Registrar), duly executed by the registered holder, in person or by his attorney thereunto duly authorized in writing, the Registrar shall register the transfer of such Security upon the Security Register for the Securities of such Series, and authenticate (if the Registrar is the Paying Agent) and issue in the name of the transferee a new Security of such Series of like tenor and principal amount. Registration of transfers and exchanges of Securities of a Series shall be subject to such restrictions as shall be set forth in the text of the Securities of such Series and such reasonable regulations as may be prescribed by the Corporation and delivered to the Registrar in writing. Successive registrations of transfer and exchange as aforesaid may be made from time to time as desired, and each such registration and exchange shall be noted on the applicable Security Register. No service charge shall be made for any registration, registration of transfer or exchange of the Securities of a Series unless otherwise provided in the text of the Securities of such Series, but the Corporation may require payment by the transferee of a sum sufficient to cover any stamp duty or other tax or governmental charge in connection therewith and any other amounts required to be paid by the text of the Securities of such Series if not paid by the holder thereof. No Transfer Agent shall be required to make registrations of transfer or exchanges of Securities of a Series during any periods in which they are prohibited from taking, or permitted not to take, such actions by the text of such Securities. Prior to the due presentment of a Security for registration of transfer, the Corporation, the Transfer Agent and any agent of either of them may deem and treat the registered holder of any Security of a Series as the absolute owner of such Security for the purpose of receiving payment of the principal of and any premium or interest on such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither the Corporation, the Transfer Agent, nor any such agent, except as provided in this Agreement, shall be affected by notice to the contrary.
Appears in 2 contracts
Sources: Fiscal Agency Agreement (Crown in Right of New South Wales), Fiscal Agency Agreement (Crown in Right of New South Wales)
Security Register. The RegistrarPrior to the registration of any transfer by a Holder as provided herein, as the Company, the Trustee, and any agent of the Corporation Company shall treat the person in whose name the Note is registered as the owner thereof for all purposes whether or not the purpose, shall maintain at Citibank, N.A., London Branch, 21st Floor, Citigroup Centre, 33 Canada Square, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, or at such other place where its corporate trust office is located, a register for each Series of Securities in which Note shall be recorded overdue, and neither the namesCompany, addresses and (if applicable) taxpayer identification numbers the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of registered owners of the Securities and the numbers a Global Note shall, by acceptance of such Securities Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) and other details with respect that ownership of a beneficial interest in the Note shall be required to be reflected in a book entry. When Notes are presented to the issuance, Registrar or a co-Registrar with a request to register the transfer and or to exchange them for an equal principal amount at maturity of Notes of other authorized denominations (including an exchange of such Securities (Notes for Exchange Notes), the Registrar shall register maintained in such office and in any other office the transfer or agency make the exchange as requested if its requirements for such purpose being herein sometimes collectively referred to as the “Security Register”). Upon presentation for the purpose at said office of the Registrar of any Security of transactions are met (including that such Series, Notes are duly endorsed or accompanied by a written instrument of transfer in form approved by the Corporation and acceptable satisfactory to the Trustee and Registrar (it being understood that, until written notice to the contrary is given to holders of Securities of a Series, (i) the Corporation shall be deemed to have approved the form of instrument of transfer, if any, printed on any definitive Security of such Series and (ii) such form of transfer shall be deemed acceptable to the Registrar), duly executed by the registered holder, in person Holder thereof or by his an attorney thereunto duly who is authorized in writing, the Registrar shall register the transfer of such Security upon the Security Register for the Securities of such Series, and authenticate (if the Registrar is the Paying Agent) and issue in the name writing to act on behalf of the transferee Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a new Security of such Series of like tenor Registration Statement shall have been declared effective by the Commission and principal amountthat any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. Registration To permit registrations of transfers and exchanges of Securities of a Series exchanges, the Company shall be subject to such restrictions as execute and the Trustee shall be set forth in authenticate Notes at the text of the Securities of such Series and such reasonable regulations as may be prescribed by the Corporation and delivered to the Registrar in writing. Successive registrations of transfer and exchange as aforesaid may be made from time to time as desired, and each such registration and exchange shall be noted on the applicable Security RegisterRegistrar's request. No service charge shall be made for any registration, registration of transfer or exchange or redemption of the Securities of a Series unless otherwise provided in the text of the Securities of such SeriesNotes, but the Corporation Company may require payment by the transferee of a sum sufficient to cover any stamp duty or other transfer tax or similar governmental charge payable in connection therewith and (other than any such transfer taxes or other amounts similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to be paid by issue, register the text transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the Securities mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such Series if not paid by the holder thereof. No Transfer Agent shall be required to make registrations of transfer or exchanges of Securities of a Series during any periods in which they are prohibited from takingmailing, or permitted not (ii) to takeregister the transfer of or exchange any Note so selected for redemption in whole or in part, such actions by except the text of such Securities. Prior to the due presentment of a Security for registration of transfer, the Corporation, the Transfer Agent and any agent of either of them may deem and treat the registered holder unredeemed portion of any Security of a Series as the absolute owner of such Security for the purpose of receiving payment of the principal of and any premium or interest on such Security and for all other purposes whatsoever, whether or not such Security shall be overdue, and neither the Corporation, the Transfer Agent, nor any such agent, except as provided Note being redeemed in this Agreement, shall be affected by notice to the contrarypart.
Appears in 1 contract
Sources: Indenture (Diva Systems Corp)