Common use of Transfer and Exchange of Global Debentures Clause in Contracts

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest in a Global Debenture may exchange such beneficial interest for a Definitive Debenture in the event that there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Debentures. Upon the occurrence of any of the preceding events referred to above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.

Appears in 2 contracts

Samples: Standard Motor Products Inc, Standard Motor Products Inc

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Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary or Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest in a Global Debenture may exchange such beneficial interest for a Definitive Debenture in the event that , or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the DebenturesDefault. Upon the occurrence of any of the preceding events referred to in (i), (ii) or (iii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Except as set forth in the second sentence of this Section 2.06(a), every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (d) hereof.

Appears in 2 contracts

Samples: Security and Pledge Agreement (Finlay Enterprises Inc /De), Indenture (Finlay Enterprises Inc /De)

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuers for Definitive Certificated Debentures if (i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary or (ii) the Company Issuers in its their sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Certificated Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest ; provided that in a no event shall the Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by the Issuers for a Definitive Debenture in Certificated Debentures prior to (x) the event that there shall have occurred expiration of the Distribution Compliance Period and be continuing an Event (y) the receipt by the Registrar of Default or any event which after notice or lapse of time or both would be an Event of Default with respect certificates required pursuant to Rule 903(c)(3)(ii)(B) under the DebenturesSecurities Act. Upon the occurrence of any either of the preceding events referred to in (i) or (ii) above, Definitive Certificated Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (df) hereof.

Appears in 2 contracts

Samples: Anthony Crane Holdings Capital Corp, Anthony Crane Sales & Leasing Lp

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest ; provided that in a no event shall the Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by the Company for a Definitive Debentures prior to (x) the expiration of the Restricted Period and (y) the receipt by the Debenture in Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the event that Securities Act or (iii) there shall have occurred and be continuing a default or an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect and the Trustee receives a request from the Depositary to the issue Definitive Debentures. Upon the occurrence of any of the preceding events referred to aboveevents, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 203 and 2.10 hereof205. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 206 or Section 2.07 Sections 203 or 2.10 hereof205, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a206(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b206(b), (c) or (df) hereof.

Appears in 2 contracts

Samples: Indenture (Cinergy Corp), Indenture (Cinergy Corp)

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuers for Definitive Debentures if (i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 90 days after the date of such notice from the Depositary or (ii) the Company Issuers in its their sole discretion determines determine that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers deliver a written notice to such effect to the Trustee. Any Holder of ; provided that in no event shall a beneficial interest in a Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by the Issuers for a Definitive Debenture in Debentures prior to (x) the event that there shall have occurred expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Default or any event which after notice or lapse of time or both would be an Event of Default with respect certificates required pursuant to Rule 903(c)(3)(ii)(B) under the DebenturesSecurities Act. Upon the occurrence of any either of the preceding events referred to in (i) or (ii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Appears in 1 contract

Samples: Falcon Funding Corp

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest ; provided that in a no event shall the Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by the Company for a Definitive Debenture in Debentures prior to (x) the event that expiration of the Restricted Period and (y) the receipt by the Security Registrar of any certificates required pursuant to Rule 903(c)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing a default or an Event of Default or any event which after notice or lapse of time or both would be an Event of Default with respect and the Trustee receives a request from the Depositary to the issue Definitive Debentures. Upon the occurrence of any of the preceding events referred to aboveevents, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 304 and 2.10 hereof306 of the Indenture. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 303 or Section 2.07 Sections 304 or 2.10 hereof306 of the Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a303(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), 303(b) or (c) or (d) hereof.

Appears in 1 contract

Samples: Cinergy Corp

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest ; provided that in a no event shall the Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by the Company for a Definitive Debenture in Debentures prior to (x) the event that there shall have occurred expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Default or any event which after notice or lapse of time or both would be an Event of Default with respect certificates required pursuant to Rule 903(c)(3)(ii)(B) under the DebenturesSecurities Act. Upon the occurrence of any either of the preceding events referred to in (i) or (ii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (df) hereof.

Appears in 1 contract

Samples: Crown Castle International Corp

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Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuer for Definitive Debentures if (i) the Company Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuer within 120 days after the date of such notice from the Depositary or (ii) the Company Issuer in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest ; provided that in a no event shall the Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by the Issuer for a Definitive Debenture in Debentures prior to (x) the event that there shall have occurred expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Default or any event which after notice or lapse of time or both would be an Event of Default with respect certificates required pursuant to Rule 903(c)(3)(ii)(B) under the DebenturesSecurities Act. Upon the occurrence of any either of the preceding events referred to in (i) or (ii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c2.06(b),(c) or (df) hereof.

Appears in 1 contract

Samples: Thermadyne Holdings Corp /De

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Holding for Definitive Debentures if (i) the Company Holding delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Holding within 120 days after the date of such notice from the Depositary or (ii) the Company Holding in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder of a beneficial interest ; provided that in a no event shall the Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by Holding for a Definitive Debenture in Debentures prior to (x) the event that there shall have occurred expiration of the Restricted Period and be continuing an Event (y) the receipt by the Registrar of Default or any event which after notice or lapse of time or both would be an Event of Default with respect certificates required pursuant to Rule 903(c)(3)(ii)(B) under the DebenturesSecurities Act. Upon the occurrence of any either of the preceding events referred to in (i) or (ii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (df) hereof.

Appears in 1 contract

Samples: Execution (Aki Inc)

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company Issuers for Definitive Certificated Debentures if (i) the Company delivers Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company Issuers within 120 days after the date of such notice from the Depositary or (ii) the Company Issuers in its their sole discretion determines determine that the Global Debentures (in whole but not in part) should be exchanged for Definitive Certificated Debentures and delivers deliver a written notice to such effect to the Trustee. Any Holder of a beneficial interest ; provided that in a no event shall the Regulation S Temporary Global Debenture may exchange such beneficial interest be exchanged by the Issuers for a Definitive Debenture in Certificated Debentures prior to (x) the event that there shall have occurred expiration of the Distribution Compliance Period and be continuing an Event (y) the receipt by the Registrar of Default or any event which after notice or lapse of time or both would be an Event of Default with respect certificates required pursuant to Rule 903(c)(3)(ii)(B) under the DebenturesSecurities Act. Upon the occurrence of any either of the preceding events referred to in (i) or (ii) above, Definitive Certificated Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), ) or (c) or (d) hereof.

Appears in 1 contract

Samples: Indenture (Anthony Crane Rental Holdings Lp)

Transfer and Exchange of Global Debentures. A Global Debenture may not be transferred except as a whole except (but not in part) by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Debentures will be exchanged by the Company for Definitive Debentures if (i) the Company delivers to the Trustee notice from the Depositary that it (A) the Depositary is unwilling or unable to continue to act as Depositary for the Global Debentures or that it (B) the Depositary is no longer a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor Depositary is not appointed by the Company within 120 90 days after the date of such notice from the Depositary or Depositary, (ii) the Company in its sole discretion determines that the Global Debentures (in whole but not in part) should be exchanged for Definitive Debentures and delivers a written notice to such effect to the Trustee. Any Holder Trustee or (iii) upon request of the Trustee or Holders of a beneficial interest in a Global Debenture may exchange such beneficial interest for a Definitive Debenture in majority of the event that aggregate principal amount of outstanding Debentures if there shall have occurred and be continuing an Event of a Default or any event which after notice or lapse of time or both would be an Event of Default with respect to the Debentures; provided that in no event shall the Reg S Temporary Global Debenture be exchanged by the Company for Definitive Debentures prior to (A) the expiration of the Distribution Compliance Period and (B) the receipt by the Registrar of any certificate identified by the Company and its counsel to be required pursuant to Rule 903 or Rule 904 under the Securities Act. Upon the occurrence of any of the preceding events referred to in (i), (ii) or (iii) above, Definitive Debentures shall be issued in such names as the Depositary shall instruct the Trustee. Global Debentures also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Debenture authenticated and delivered in exchange for, or in lieu of, a Global Debenture or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Debenture. A Global Debenture may not be exchanged for another Debenture other than as provided in this Section 2.06(a), ; however, beneficial interests in a Global Debenture may be transferred and exchanged as provided in Section 2.06(b), (c) or (dh) hereof.

Appears in 1 contract

Samples: 2000 Loan Agreement (Grey Global Group Inc)

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