Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 8 contracts
Sources: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.), Indenture (Intelsat LTD)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 7 contracts
Sources: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedNote Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the IssuerCompany, the Guarantors, Trustee and any agent of the Trustee, each Paying Agent and the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made to any Holder for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.08. 4.11, 4.12 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.09 and shall be entitled ending at the close of business on the day of such mailing or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 7 contracts
Sources: Indenture (Kansas City Southern De Mexico, S.A. De C.V.), Indenture (Kansas City Southern), Indenture (Kansas City Southern)
Transfer and Exchange. The Notes shall be issued in registered form Subject to Sections 2.16 and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer2.17, the Registrar shall register the transfer as requested if its requirements therefor are met. When when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall make register the transfer as requested. Every Note presented or surrendered for registration of transfer or exchange as requested if shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metIssuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Issuer shall issue and execute and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate in accordance with Section 2.01, the Trustee shall authenticate new Notes (and the Guarantors shall execute the Guarantees thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Noteholder for any registration of transfer or exchange. The Issuer may require from the Noteholder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this SectionSection 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer shall not be required to make, and the Registrar need not register, transfers transfer or exchanges of Notes exchange any Note selected for redemption (except, in the case of Notes redemption. The Registrar shall not be required to be redeemed in part, the portion thereof not to be redeemed) exchange or register a transfer of any Notes Note for a period of 15 days before a selection immediately preceding the mailing of notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer redeemed or of any NoteNote selected, called or being called for redemption except the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person unredeemed portion of any Note being redeemed in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarypart. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. All Notes issued upon By its acceptance of any Note bearing the Private Placement Legend, each Holder of such Note acknowledges the restrictions on transfer or exchange pursuant to the terms of such Note set forth in this Indenture shall evidence and in the same debt Private Placement Legend and shall be entitled to the same benefits under agrees that it will transfer such Note only as provided in this Indenture as the Notes surrendered upon such transfer or exchangeIndenture.
Appears in 6 contracts
Sources: Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings, Inc.), Indenture (Crown Holdings, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a written request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee or an authentication agent shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall Issuers are not be required to makeregister the transfer or exchange of any Notes (i) for a period of 15 days prior to any date fixed for the redemption of any Notes, and (ii) for a period of 15 days immediately prior to the Registrar need not register, transfers or exchanges of Notes selected date fixed for redemption (except, in the case selection of Notes to be redeemed in part, part or (iii) which the portion thereof Holder has tendered (and not to be redeemedwithdrawn) for repurchase in connection with a Change of Control Offer or of any Notes for a period of 15 days before a selection of Notes to be redeemedan Asset Disposition Offer. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsIssuers, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal and (subject to Section 2 of and the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the either Issuer, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 6 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsParent Guarantor, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any the Parent Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 6 contracts
Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp), Indenture (Harrahs Entertainment Inc)
Transfer and Exchange. The Notes shall be issued in registered form Subject to Sections 2.02(b), 2.16 and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer2.17, the Registrar shall register the transfer as requested if its requirements therefor are met. When when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall make register the exchange transfer as requested if the same requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuer Registrar may require from the Holder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this SectionSection 2.11, 3.06, 4.08 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer Without the prior consent of the Issuer, the Registrar shall not be required to make, and the Registrar need not register, transfers exchange or exchanges of Notes selected for redemption register a transfer (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemeda) or of any Notes Note for a period of 15 days before a selection immediately preceding the mailing of notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer , (b) of any NoteNote selected, called or being called for redemption except the Issuerunredeemed portion of any Note being redeemed in part, the Guarantors, the Trustee, each Paying Agent or (c) of any Note between a record date and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarynext succeeding Interest Payment Date. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any transfer liability that may result from the transfer, exchange or exchange pursuant to the terms assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal, state or foreign securities law. Neither the Trustee nor the Registrar shall evidence have any duty to monitor the same debt and shall be entitled Issuer’s compliance with or have any responsibility with respect to the same benefits under this Indenture as the Notes surrendered upon such transfer Issuer’s compliance with any Federal, state or exchangeforeign securities laws.
Appears in 6 contracts
Sources: Indenture (ANGI Homeservices Inc.), Indenture (EDGEWELL PERSONAL CARE Co), Indenture (Match Group, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerCompany, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 5 contracts
Sources: Indenture (Enpro Industries, Inc), Indenture (MULTI COLOR Corp), Indenture (Enpro Industries, Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendixterms herein. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall shall, in accordance with Section 2.03, authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book book-entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the applicable Depositary.
Appears in 5 contracts
Sources: Indenture (Coty Inc.), Indenture (Coty Inc.), Indenture (Coty Inc.)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 5 contracts
Sources: Indenture (Itc Deltacom Inc), Indenture (Pacificare Health Systems Inc /De/), Indenture (Bti Telecom Corp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note of any series is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes of any series are presented to the Registrar with a written request to exchange them for an equal principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee or an authentication agent shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall Issuers are not be required to makeregister the transfer or exchange of any Notes (i) for a period of 15 days prior to any date fixed for the redemption of any Notes, and (ii) for a period of 15 days immediately prior to the Registrar need not register, transfers or exchanges of Notes selected date fixed for redemption (except, in the case selection of Notes to be redeemed in part, part or (iii) which the portion thereof Holder has tendered (and not to be redeemedwithdrawn) or for repurchase in connection with a Change of any Notes for a period of 15 days before a selection of Notes to be redeemedControl Triggering Event. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsIssuers, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal and (subject to Section 2 of and the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the no Issuer, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 4 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. .
(b) Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. .
(c) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. .
(d) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 4 contracts
Sources: Indenture (Hexion Specialty Chemicals, Inc.), Indenture (Hexion Specialty Chemicals, Inc.), Indenture (Borden Chemical Inc)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedNote Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the IssuerCompany, the Guarantors, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company, the Guarantors or the Trustee shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of Registrar for such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided, that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 4 contracts
Sources: Indenture (American Trans Air Execujet Inc), Indenture (American Trans Air Execujet Inc), Indenture (Amtran Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. Appendix A. When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the same its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s or co-Registrar’s request. The Issuer No service charge shall be imposed by the Company, the Trustee or any Agent for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Sectiontherewith. The Issuer Registrar or co-Registrar shall not be required to make, and register the Registrar need not register, transfers transfer of or exchanges exchange any Note (i) during a period beginning at the opening of business 15 days before the delivery of a notice of redemption of Notes and ending at the close of business on the day of such delivery, (ii) selected for redemption (exceptin whole or in part pursuant to Article Three, in except the case unredeemed portion of Notes to be any Note being redeemed in part, the portion thereof not to be redeemedor (iii) or during a Change of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, Control Offer if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, validly tendered pursuant to such Change of Control Offer and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarynot validly withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note Notes may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entrybook-entry system. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 4 contracts
Sources: Indenture (Davita Inc.), Indenture (Davita Inc.), Indenture (Davita Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or between a Record Date and the relevant Interest Payment Date. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 4 contracts
Sources: Indenture (QXO, Inc.), Indenture (SeaWorld Entertainment, Inc.), Indenture (SeaWorld Entertainment, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 4 contracts
Sources: Indenture (Intelsat LTD), Indenture (Intelsat LTD), Indenture (Intelsat LTD)
Transfer and Exchange. The Notes shall be issued are issuable only in --------------------- registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 4 contracts
Sources: Indenture (Itc Deltacom Inc), Indenture (Urs Corp /New/), Indenture (Itc Deltacom Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of A Holder may transfer a Note for only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and in compliance with the Appendix. When a Note is presented such transferee shall succeed to the Registrar with rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 4 contracts
Sources: Indenture (Tw Telecom Inc.), Indenture (Tw Telecom Inc.), Indenture (Tw Telecom Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of (a) Subject to Section 2.16, when a Note for registration of transfer and in compliance with the Appendix. When a Senior Note is presented to the Registrar with a request to register a transferthe transfer thereof, the Registrar shall register the transfer as requested if its the requirements therefor of applicable law and of this Indenture are met. When met and, when Senior Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall make the exchange as requested if requested, provided that every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metCompany and the Registrar duly executed by the Holder thereof or his attorney, duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Company shall issue and execute and the Trustee shall authenticate Senior Notes at the Registrar’s 's request. The Issuer Any exchange or transfer shall be without any service charge to the Noteholder, except that the Company may require payment by the Noteholder of a sum sufficient to pay all taxes, assessments cover any tax or other the governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this SectionIndenture. The Issuer Trustee shall not be required to make, and the Registrar need not register, register transfers of Senior Notes or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any exchange Senior Notes for a period of 15 days before a selection of any Senior Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or The Trustee shall not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected exchange or register transfers of any Senior Notes called or being called for redemption in a book entrywhole or in part, except the unredeemed portion of any Senior Note being redeemed in part. All Senior Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Senior Notes surrendered upon such transfer or exchange.
(b) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the 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 that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry.
(c) Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any federal or state securities laws.
Appears in 4 contracts
Sources: Indenture (Superior Telecommunications Inc), Indenture (Mariner Post Acute Network Inc), Indenture (Mariner Health Care Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Company, the Co-Issuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Co-Issuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 4 contracts
Sources: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC), Indenture (ADT, Inc.)
Transfer and Exchange. The Senior Notes shall be issued in registered form and shall be transferable only upon the surrender of a Senior Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Senior Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Senior Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Senior Notes selected for redemption (except, in the case of Senior Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Senior Notes for a period of 15 days before a selection of Senior Notes to be redeemed. Prior to the due presentation for registration of transfer of any Senior Note, the IssuerIssuers, the Senior Note Guarantors, the Trustee, each the Paying Agents, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Senior Note is registered as the absolute owner of such Senior Note for the purpose of receiving payment of principal of and interest, if any, on such Senior Note and for all other purposes whatsoever, whether or not such Senior Note is overdue, and none of the IssuerIssuers, any Senior Note Guarantor, the Trustee, a the Paying Agents, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Note Security (or its agent) or (b) any Holder of a beneficial interest in such Global NoteSecurity, and that ownership of a beneficial interest in such Global Note Security shall be required to be reflected in a book book-entry. All Senior Notes issued upon any transfer or exchange pursuant to the terms of this Senior Notes Indenture shall evidence the same debt and shall be entitled to the same benefits under this Senior Notes Indenture as the Senior Notes surrendered upon such transfer or exchange.
Appears in 4 contracts
Sources: Senior Notes Indenture (Reynolds Group Holdings LTD), Indenture (Reynolds Group Holdings LTD), Senior Notes Indenture (Beverage Packaging Holdings (Luxembourg) IV S.a r.l.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 4 contracts
Sources: Amended and Restated Indenture (Cott Corp /Cn/), Indenture (DS Services of America, Inc.), Indenture (TAMINCO ACQUISITION Corp)
Transfer and Exchange. The Subject to Sections 2.15 and 2.16, when Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is are presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When of such Notes are presented to the Registrar with a request or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the same its requirements for such transaction are met; provided, however, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar or co-Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Issuer shall execute Notes at the Registrar’s or co-Registrar’s request and the Trustee shall authenticate Notes at upon receipt of an Officer’s Certificate directing it to so do. No service charge shall be made for any registration of transfer or exchange, but the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Sectiontherewith. The Issuer Registrar or co-Registrar shall not be required to make, and register the Registrar need not register, transfers transfer of or exchanges exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption (exceptin whole or in part pursuant to Article Three, in except the case unredeemed portion of Notes to be any Note being redeemed in part, the portion thereof not to be redeemedand (iii) during a Change of Control Offer, an Alternate Offer or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interestan Asset Sale Offer, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overduetendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarynot withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note Notes may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchangebook-entry system.
Appears in 4 contracts
Sources: Indenture (PGT Innovations, Inc.), Indenture (Air Transport Services Group, Inc.), Indenture (PGT Innovations, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 4 contracts
Sources: Indenture (Amn Healthcare Services Inc), Indenture (Amn Healthcare Services Inc), Indenture (Amn Healthcare Services Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same type of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any NoteNotes, the IssuerCompany, the Note Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerCompany, any Note Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 4 contracts
Sources: Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.), Indenture (Momentive Performance Materials Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 4 contracts
Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.), Indenture (CAESARS ENTERTAINMENT Corp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or transfer or exchanges of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or between a Record Date and the related Interest Payment Date. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 4 contracts
Sources: Indenture (EP Energy Corp), Indenture (EP Energy Corp), Indenture (EP Energy Corp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 3 contracts
Sources: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.), Indenture (Hospitality Distribution Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same type of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any NoteNotes, the Issuer, the Note Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Note Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Inc.)
Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. .
(b) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. .
(c) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. .
(d) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Affinion Loyalty Group, Inc.), Indenture (Affinion Loyalty Group, Inc.), Indenture (Watchguard Registration Services, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any NoteNotes, the IssuerIssuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Graham Packaging Holdings Co), Indenture (Rural Metro Corp /De/), Indenture (Graham Packaging Holdings Co)
Transfer and Exchange. The Subject to Sections 2.15 and 2.16, when Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is are presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When of such Notes are presented to the Registrar with a request or to exchange them such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the same its requirements for such transaction are met; PROVIDED, HOWEVER, that the Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to Casella and the Registrar or co-Registrar, duly executed by the Holder thereof or his or her attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Issuer Casella shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-Registrar's request. The Issuer No service charge shall be made for any registration of transfer or exchange, but Casella may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Sectiontherewith. The Issuer Registrar or co-Registrar shall not be required to make, and register the Registrar need not register, transfers transfer of or exchanges exchange of any Note (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, (ii) selected for redemption (exceptin whole or in part pursuant to Article Three, in except the case unredeemed portion of Notes to be any Note being redeemed in part, the portion thereof not to be redeemedand (iii) during a Change of Control Offer, an Alternate Offer or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, an Asset Sale Offer if any, on such Note and for all other purposes whatsoever, whether or not such Note is overduetendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarynot withdrawn. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note Notes may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchangebook-entry system.
Appears in 3 contracts
Sources: Indenture (Northern Sanitation Inc), Indenture (Casella Waste Systems Inc), Indenture (Kti Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.06. The Issuer Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorCompany, the TrusteeGuarantors, a the Paying Agent Agent, the Trustee or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Cincinnati Bell Inc), Indenture (Cincinnati Bell Inc), Indenture (Cincinnati Bell Inc)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transfer, Holder only upon registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedNote Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company or the Trustee shall treat the Person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note Depository (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made to any Holder for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.08, 4.11, 4.12 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.08 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Senior Euro Notes Indenture (Viatel Inc), Senior Dollar Indenture (Viatel Inc), Indenture (Viatel Inc)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be canceled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (Ccir of California Corp), Indenture (Advanced Lighting Technologies Inc), Indenture (Primark Corp)
Transfer and Exchange. (a) The Notes shall be issued in fully registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. .
(b) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. .
(c) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. .
(d) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Hexion Inc.), Indenture (Hexion Inc.), Indenture (Momentive Specialty Chemicals Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of A Holder may transfer a Note for only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and in compliance with the Appendix. When a Note is presented such transferee shall succeed to the Registrar with rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (Time Warner Telecom Inc), Indenture (Time Warner Telecom Inc), Indenture (Time Warner Telecom Inc)
Transfer and Exchange. The Notes shall be issued This Bond is a negotiable instrument as provided in registered form the Act, subject, however, to the provisions for registration and shall be transferable transfer contained in the Bond Indenture and in this Bond. This Bond is transferable, as provided in the Bond Indenture, only upon the registration books kept by the Trustee, as registrar of the Issuer, at the request of the Registered Owner hereof in person or by his attorney duly authorized in writing, upon surrender of hereof together with a Note for registration written instrument of transfer and in compliance with the Appendix. When a Note is presented satisfactory to the Registrar with a request to register a transfer, Trustee duly executed by such Registered Owner or his duly authorized attorney and upon the Registrar shall register payment of such charges as provided in the Bond Indenture. Upon surrender for transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchangesthis Bond, the Issuer shall execute issue in the name of the transferee a new Bond or Bonds in accordance with the provisions of the Bond Indenture and this Bond of the same aggregate principal amount and the same subseries, Interest Period, interest rate and maturity. The Issuer and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note this Bond is registered upon the books of the Issuer as the absolute owner of such Note hereof, whether this Bond shall be overdue or not, for the purpose of receiving payment of of, or on account of, the principal and Redemption Price of and interest, if any, interest on such Note this Bond and for all other purposes whatsoever, whether and all such payments so made to the Registered Owner hereof or not such Note is overdueupon his order shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums paid, and none of neither the Issuer, any Guarantor, Issuer nor the Trustee, a Paying Agent or the Registrar Trustee shall be affected by any notice to the contrary. Any Holder The Bonds are issuable as fully registered Bonds in denominations specified in the Bond Indenture. Bonds may, at the option of a beneficial interest in a Global Note shallthe Holders thereof, by acceptance be exchanged for an equal aggregate principal amount of such beneficial interestBonds of the same maturity, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by subseries (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Noteif any), Interest Period, and that ownership interest rate of any other authorized denominations, upon surrender thereof at the Principal Corporate Trust Office of the Trustee with a beneficial interest written instrument of transfer satisfactory to the Trustee, duly executed by the Registered Owner or his attorney duly authorized in such Global Note shall be writing. For every exchange or transfer of Bonds the Issuer or the Trustee may make a charge sufficient to reimburse the Issuer or the Trustee for any tax, fee or other governmental charge required to be reflected in paid with respect to such exchange or transfer, which sum or sums shall be paid by the Person requesting such exchange or transfer, as a book entrycondition precedent to the exercise of the privilege of making such exchange or transfer. All Notes The cost of preparing each new Bond issued upon such exchange or transfer and any transfer other expenses of the Issuer or exchange pursuant to the terms of this Indenture shall evidence the same debt and Trustee incurred in connection therewith shall be entitled to paid by the same benefits under this Indenture as the Notes surrendered upon Person requesting such transfer exchange or exchangetransfer.
Appears in 3 contracts
Sources: Bond Indenture (SemGroup Corp), Bond Indenture (SemGroup Corp), Bond Indenture (SemGroup Corp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the sending of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerCompany, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by DTC.
Appears in 3 contracts
Sources: Indenture (XPO, Inc.), Indenture (XPO, Inc.), Indenture (XPO, Inc.)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Execution Version (Steel Dynamics Inc), Exhibit (Steel Dynamics Inc), Exhibit (Steel Dynamics Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 fifteen (15) days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository. The transferor shall also provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 3 contracts
Sources: Indenture (Interface Inc), Indenture (Installed Building Products, Inc.), Indenture (Trimas Corp)
Transfer and Exchange. The Notes shall be issued in registered form without interest coupons and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. Appendix A. To permit registration registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 or at the Registrar’s request. The Issuer may require payment All Global Notes and Definitive Notes issued upon any registration of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer of Global Notes or Definitive Notes shall not be required to makethe valid obligations of the Company, evidencing the same debt, and entitled to the Registrar need not registersame benefits under this Company, transfers as the Global Notes or exchanges Definitive Notes surrendered upon such registration of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) transfer or of any Notes for a period of 15 days before a selection of Notes to be redeemedexchange. Prior to due presentment for the due presentation for registration of a transfer of any Note, the Issuer, the GuarantorsRegistrar, the Trustee, each Paying any Agent and the Registrar Company may deem and treat the Person in whose name a any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interestprincipal, premium, if any, and (subject to the Regular Record Date provisions of the Notes) interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the IssuerTrustee, the Registrar, any Guarantor, the Trustee, a Paying Agent or the Registrar Company shall be affected by notice to the contrary. Any Holder Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 3.2, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a beneficial interest in a Global Note shalllike aggregate principal amount. At the option of the Holder, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note Notes may be effected only through exchanged for other Notes of any authorized denomination or denominations of a book-entry system maintained by (a) like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of such Global Note (or its agent) or (b) any Holder Section 2.2. All certifications, certificates and Opinions of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be Counsel required to be reflected in submitted to the Registrar pursuant to this Section 2.6 to effect a book entry. All Notes issued upon any registration of transfer or exchange pursuant may be submitted by mail or by facsimile or electronic transmission. None of the Trustee, the Principal Paying Agent or the Co-Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture shall evidence Indenture, and to examine the same debt and shall be entitled to determine substantial compliance as to form with the same benefits under this Indenture as the Notes surrendered upon such transfer or exchangeexpress requirements hereof.
Appears in 3 contracts
Sources: Indenture (Raghsa S.A.), Indenture (Raghsa S.A.), Indenture (Raghsa S.A.)
Transfer and Exchange. (a) The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedNote Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry.
(b) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. All To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes issued upon at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.7, 3.8 or 8.5 hereof). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (Wheeling Pittsburgh Steel Corp /De), Indenture (Wheeling Pittsburgh Corp /De/), Indenture (Wheeling Pittsburgh Steel Corp /De)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedNote Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the IssuerCompany, the Guarantors, Trustee and any agent of the Trustee, each Paying Agent and the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made to any Holder for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.08. 4.11, 4.12 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 or Section 3.09 and shall be entitled ending at the close of business on the day of such mailing or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (TFM Sa De Cv), Indenture (Kansas City Southern De Mexico, S.A. De C.V.), Indenture (Kansas City Southern De Mexico, S.A. De C.V.)
Transfer and Exchange. (a) The Notes following provisions shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance apply with the Appendix. When a Note is presented respect to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of proposed transfer of any an interest in a Rule 144A Global Note that is a Restricted Note, :
(i) If the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Rule 144A Global Note shallwishes to transfer such interest (or a portion thereof) to an IAI, (x) upon receipt by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global the Note may be effected only through a book-entry system maintained by Custodian and Registrar of:
(aA) instructions from the Holder of such the Rule 144A Global Note directing the Note Custodian and Registrar to issue one or more IAI Notes in the amounts specified to the transferee IAI and, debit or cause to be debited an equivalent amount of beneficial interest in the Rule 144A Global Note, and
(or its agentB) or a certificate in the form of Exhibit C from the IAI transferee, and (by) any Holder subject to the rules and procedures of DTC, the Note Custodian and Registrar shall:
(A) authenticate and deliver to the IAI transferee IAI Note(s) in an equivalent amount to the beneficial interest in the Rule 144A Global Note being transferred in accordance with the foregoing, and
(B) decrease the Rule 144A Global Note by such amount in accordance with the foregoing.
(ii) If (1) the owner of a beneficial interest in a Rule 144A Global Note wishes to transfer such interest (or portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes through a beneficial interest in the Regulation S Global Note, (x) upon receipt by the Note Custodian and that ownership Registrar of:
(A) instructions from the Holder of the Rule 144A Global Note directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the beneficial interest in the Rule 144A Global Note to be transferred, and
(B) a certificate in the form of Exhibit D from the transferor, and (y) subject to the rules and procedures of DTC, the Note Custodian and Registrar shall increase the Regulation S Global Note and decrease the Rule 144A Global Note by such amount in accordance with the foregoing.
(b) The following provisions shall apply with respect to any proposed transfer of an interest in a Regulation S Global Note prior to the expiration of the Distribution Compliance Period therefor:
(i) If the owner of a beneficial interest in such a Regulation S Global Note shall be required wishes to transfer such interest (or a portion thereof) to an IAI, (x) upon receipt by the Note Custodian and Registrar of:
(A) instructions from the Holder of the Regulation S Global Note directing the Note Custodian and Registrar to issue one or more IAI Notes in specified amounts in the name of the transferee IAI, and debit or cause to be reflected debited an equivalent amount of beneficial interest in the Regulation S Global Note, and
(B) a certificate in the form of Exhibit C from the IAI transferee, and (y) subject to the rules and procedures of DTC, the Note Custodian and Registrar shall:
(1) authenticate and deliver to the IAI transferee IAI Note(s) in an equivalent amount to the beneficial interest in the Regulation S Global Note being transferred in accordance with the foregoing, and
(2) decrease the Regulation S Global Note for such amount in accordance with the foregoing.
(ii) If the owner of an interest in a book entry. All Notes issued upon Regulation S Global Note wishes to transfer such interest (or any transfer or exchange portion thereof) to a QIB pursuant to Rule 144A, (x) upon receipt by the terms Note Custodian and Registrar of:
(A) instructions from the Holder of this Indenture shall evidence the same debt Regulation S Global Note directing the Note Custodian and shall Registrar to credit or cause to be entitled credited a beneficial interest in the Rule 144A Global Note equal to the same benefits under this Indenture principal amount of the beneficial interest in the Regulation S Global Note to be transferred, and
(B) a certificate in the form of Exhibit B duly executed by the transferor, and (y) in accordance with the rules and procedures of DTC, the Note Custodian and Registrar shall increase the Rule 144A Global Note and decrease the Regulation S Global Note by such amount in accordance with the foregoing.
(c) The following provisions shall apply with respect to any proposed transfer of an IAI Note (or portion thereof) that is a Restricted Note:
(i) If the Holder of an IAI Note wishes to transfer such IAI Note (or a portion thereof) to a QIB pursuant to Rule 144A, (x) upon receipt by the Note Custodian and Registrar of:
(A) such IAI Note, duly endorsed as provided herein,
(B) instructions from such Holder directing the Note Custodian and Registrar to credit or cause to be credited a beneficial interest in the Rule 144A Global Note equal to the principal amount (or portion thereof) of such IAI Note to be transferred, and, if the entire principal amount of such IAI Note is not being transferred, to issue one or more IAI Notes to the transferor IAI in an amount equal to the principal amount not transferred, and
(C) a certificate in the form of Exhibit B duly executed by the transferor, and (y) subject to the rules and procedures of DTC, the Note Custodian and Registrar shall:
(1) cancel the IAI Note delivered to it,
(2) increase the Rule 144A Global Note in accordance with the foregoing, and
(3) if applicable, issue to the IAI transferor one or more IAI Note(s) in accordance with the foregoing;
(ii) If the Holder of an IAI Note wishes to transfer such IAI Note (or any portion thereof) to an IAI, the Registrar shall authenticate and deliver IAI Note(s) to the appropriate IAI(s) upon receipt by Registrar of:
(A) such IAI Note, duly endorsed as provided herein,
(B) instructions from such Holder directing the Registrar to issue one or more IAI Notes in the amounts specified to the transferee IAI and, if the entire principal amount of such IAI Note is not being transferred, the transferor IAI in an amount equal to the principal amount not transferred, and
(C) a certificate in the form of Exhibit C duly executed by the transferee.
(iii) If (1) the Holder of an IAI Note wishes to transfer such IAI Note (or a portion thereof) to a Non-U.S. Person pursuant to Regulation S and (2) such Non-U.S. Person wishes to hold its interest in the Notes surrendered through a beneficial interest in the Regulation S Global Note, (x) upon receipt by the Note Custodian and Registrar of:
(A) such transfer IAI Note, duly endorsed as provided herein,
(B) instructions from the Holder of such IAI Note directing the Registrar to credit or exchangecause to be credited a beneficial interest in the Regulation S Global Note equal to the principal amount of the IAI Note (or portion thereof) to be transferred, and, if the entire principal amount of such IAI Note is not being transferred, to issue one or more IAI Notes to the transferor IAI in an amount equal to the principal amount not transferred, and
(C) a certificate in the form of Exhibit D from the transferor, and (y) subject to the rules and procedures of DTC, the Note Custodian and Registrar shall:
(1) cancel the IAI Note delivered to it,
(2) increase the Regulation S Global Note for such amount in accordance with the foregoing, and
(3) if applicable, issue to the IAI transferor one or more IAI Note(s) in accordance with the foregoing.
Appears in 3 contracts
Sources: Indenture (Alliance One International, Inc.), Indenture (Alliance One International, Inc.), Indenture (Alliance One International, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerCompany, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.), Indenture (Caesars Entertainment, Inc.)
Transfer and Exchange. The Notes Warrant Certificates shall be issued in registered form and only. The Company shall cause to be transferable only upon kept at the surrender office of the Warrant Agent a Note register (the "Warrant Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of transfer Warrant Certificates and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected Warrant Certificates as herein provided. All Warrant Certificates issued upon any registration of transfer or exchange of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations, and entitled to the same benefit under this Agreement, as the Warrant Certificates surrendered for redemption (exceptsuch registration of transfer or exchange. A Holder may transfer its Warrants only by complying with the terms of this Agreement. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Warrant Agent in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedWarrant Register. Prior to the due presentation for registration of any transfer of any NoteWarrants by a Holder as provided herein, the IssuerCompany, the GuarantorsWarrant Agent, any agent of the Trustee, each Paying Company or the Warrant Agent and the Registrar may deem and treat the Person in whose name a Note is the Warrants are registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such Note is overdue, and none of as the IssuerPerson entitled to exercise the rights represented thereby, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarycontrary notwithstanding. Any Furthermore, any Holder of a beneficial interest in a Global Note Warrant, shall, by acceptance of such beneficial interestGlobal Warrant, agree that transfers of beneficial interests in such Global Note Warrant may be effected only through a book-entry system maintained by (a) the Holder of such Global Note Warrant (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global Note the Warrants represented thereby shall be required to be reflected in a book entry. All Notes issued upon any When Warrants are presented to the Warrant Agent with a request to register the transfer or to exchange pursuant to them for an equal amount of Warrants of other authorized denominations, the terms of this Indenture Warrant Agent shall evidence register the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchangemake the exchange in accordance with the provisions hereof.
Appears in 3 contracts
Sources: Warrant Agreement (Immune Response Corp), Warrant Agreement (Cd Radio Inc), Warrant Agreement (Cd Radio Inc)
Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption Section 2.07.
(except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemedb) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (premium, if any) and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. .
(c) Any Holder of a beneficial interest in a Global Note shallNote, by acceptance of such beneficial interest, agree agrees that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. .
(d) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Capmark Affordable Properties LLC), Indenture (Capmark Financial Group Inc.), Indenture
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); PROVIDED that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes of any series, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to SECTION 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note of any series during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes of such series selected for redemption under SECTION 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (Stone Container Corp), Indenture (Stone Container Corp), Indenture (Jsce Inc)
Transfer and Exchange. The Notes Securities shall be issued in registered form and shall be transferable only upon the surrender of a Note Security for registration of transfer and in compliance with the Appendix. Appendix A. When a Note Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Notes Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Notes Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes Securities at the RegistrarCompany’s request. The Issuer Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in any Securities between a regular record date and the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemednext succeeding interest payment date. Prior to the due presentation for registration of transfer of any NoteSecurity, the IssuerCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and interest, if any, interest on such Note Security and for all other purposes whatsoever, whether or not such Note Security is overdue, and none of the IssuerCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Note Security (or its agent) or (b) any Holder of a beneficial interest in such Global NoteSecurity, and that ownership of a beneficial interest in such Global Note Security shall be required to be reflected in a book entry. All Notes Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes Securities surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 3 contracts
Sources: Indenture (McGraw-Hill Interamericana, Inc.), Indenture (McGraw-Hill Global Education LLC), Indenture (Quality Distribution Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a written request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee or an authentication agent shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall Issuers are not be required to makeregister the transfer or exchange of any Notes (i) for a period of 15 days prior to any date fixed for the redemption of any Notes, and (ii) for a period of 15 days immediately prior to the Registrar need not register, transfers or exchanges of Notes selected date fixed for redemption (except, in the case selection of Notes to be redeemed in part, part or (iii) which the portion thereof Holder has tendered (and not to be redeemedwithdrawn) or for repurchase in connection with a Change of any Notes for a period of 15 days before a selection of Notes to be redeemedControl Triggering Event. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsIssuers, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal and (subject to Section 2 of and the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the either Issuer, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any NoteNotes, the Issuer, the Subsidiary Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to the record date provisions of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorSubsidiary Guarantor (if applicable), the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Purchase Agreement (GeoEye, Inc.), Indenture (GeoEye, Inc.), Indenture (GeoEye, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form Subject to Sections 2.02(b), 2.16 and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer2.17, the Registrar shall register the transfer as requested if its requirements therefor are met. When when Notes are presented to the Registrar with a request from such Holder to register a transfer or to exchange them for an equal principal amount of Notes of the same series of other authorized denominations, the Registrar shall make register the exchange transfer as requested if the same requirements of this Indenture are met. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Issuer shall issue and execute and the Trustee shall authenticate new Notes (and the Guarantors shall execute the guarantee thereon) evidencing such transfer or exchange at the Registrar’s request. No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuer may require from the Holder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this SectionSection 2.11, 3.06, 4.20 or 8.05 (in which events the Issuer shall be responsible for the payment of such taxes). The Issuer Registrar shall not be required to make, and the Registrar need not register, transfers exchange or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or register a transfer of any Notes Note of a series for a period of 15 days before a selection immediately preceding the mailing of notice of redemption of Notes of such series to be redeemed. Prior to the due presentation for registration of transfer redeemed or of any NoteNote selected, called or being called for redemption except the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person unredeemed portion of any Note being redeemed in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrarypart. Any Holder of a beneficial interest in a any Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon Each Holder of a Note agrees to indemnify the Issuer and the Trustee against any transfer liability that may result from the transfer, exchange or exchange pursuant to the terms assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall evidence have any duty to monitor the same debt and shall be entitled Issuer’s compliance with or have any responsibility with respect to the same benefits under this Indenture as the Notes surrendered upon such transfer Issuer’s compliance with any Federal or exchangestate securities laws.
Appears in 3 contracts
Sources: Indenture (ER Marks, Inc.), Indenture (ER Marks, Inc.), Indenture (QVC Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the sending of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerCompany, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 3 contracts
Sources: Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. , in each case in compliance with Appendix A. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 fifteen (15) days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository. The transferor shall also provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation, any cost basis reporting obligations under the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 3 contracts
Sources: Indenture (TopBuild Corp), Indenture (TopBuild Corp), Indenture (TopBuild Corp)
Transfer and Exchange. (a) The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedNote Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry.
(b) When Notes are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met. All To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes issued upon at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 3.7 or 8.5 hereof). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (Wheeling Pittsburgh Steel Corp /De), Indenture (Wheeling Pittsburgh Corp /De/), Indenture (Wheeling Pittsburgh Steel Corp /De)
Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. redeemed through the date of redemption.
(b) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (premium, if any) and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. .
(c) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree agrees that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. .
(d) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 3 contracts
Sources: Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, Section 3.08 or Section 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (Steel Dynamics Inc), Indenture (Steel Dynamics Inc), Indenture (Steel Dynamics Inc)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); PROVIDED that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Indenture (Dobson Communications Corp), Indenture (Dobson Communications Corp), Indenture (Dobson Wireline Co)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of (a) Subject to Section 2.16, when a Note for registration of transfer and in compliance with the Appendix. When a Senior Note is presented to the Registrar with a request to register a transferthe transfer thereof, the Registrar shall register the transfer as requested if its the requirements therefor of applicable law and of this Indenture are met. When met and, when Senior Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall make the exchange as requested if requested, PROVIDED that every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metIssuers and the Registrar duly executed by the Holder thereof or his attorney, duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Issuers shall issue and execute and the Trustee shall authenticate Senior Notes at the Registrar’s 's request. The Issuer Any exchange or transfer shall be without any service charge to the Noteholder, except that the Issuers may require payment by the Noteholder of a sum sufficient to pay all taxes, assessments cover any tax or other the governmental charges charge that may be imposed in connection with any relation to a transfer or exchange pursuant to this Sectionexchange. The Issuer Trustee shall not be required to make, and the Registrar need not register, register transfers of Senior Notes or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any exchange Senior Notes for a period of 15 days before a selection of any Senior Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or The Trustee shall not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected exchange or register transfers of any Senior Notes called or being called for redemption in a book entrywhole or in part, except the unredeemed portion of any Senior Note being redeemed in part. All Senior Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Senior Notes surrendered upon such transfer or exchange.
(b) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the 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 that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry.
(c) Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Issuers' compliance with or have any responsibility with respect to the Issuers' compliance with any federal or state securities laws.
Appears in 2 contracts
Sources: Indenture (Superior Telecommunications Inc), Indenture (Essex Group Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a written request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee or an authentication agent shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall Issuers are not be required to makeregister the transfer or exchange of any Notes (i) for a period of 15 days prior to any date fixed for the redemption of any Notes, and (ii) for a period of 15 days immediately prior to the Registrar need not register, transfers or exchanges of Notes selected date fixed for redemption (except, in the case selection of Notes to be redeemed in part, part or (iii) which the portion thereof Holder has tendered (and not to be redeemedwithdrawn) for repurchase in connection with a Change of Control Offer or of any Notes for a period of 15 days before a selection of Notes to be redeemedan Asset Disposition Offer. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsIssuers, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the either Issuer, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Senior Secured Indenture (NXP Manufacturing (Thailand) Co., Ltd.), Senior Unsecured Indenture (NXP Manufacturing (Thailand) Co., Ltd.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee Trustee, upon receipt of an Authentication Order, shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected or incur any liability by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. The transferor shall also provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar, Paying Agent or Transfer Agent shall have any responsibility or incur any liability for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Indenture (Dana Inc), Indenture (Dana Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any NoteNotes, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (Rural Metro Corp /De/), Indenture (Rural Metro Corp /De/)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the First Lien Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges payable on transfer that are required by law in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Guarantors, the First Lien Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorIssuers, the Guarantors, the First Lien Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The First Lien Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the First Lien Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor of this Indenture are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee or Authenticating Agent shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes (i) selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed), (ii) or of any Notes for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may shall deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.06. The Issuer Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorCompany, the TrusteeGuarantors, a the Paying Agent Agent, the Trustee or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Exchange Note shall, by acceptance of such beneficial interestGlobal Exchange Note, agree that transfers of beneficial interests interest in such Global Exchange Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Exchange Note (or its agent) or (b) any Holder of a beneficial interest in such Global Exchange Note, and that ownership of a beneficial interest in such Global Exchange Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (Broadwing Inc), Indenture (Broadwing Communications Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of Subject to Section 2.16, when a Note for registration of transfer and in compliance with the Appendix. When a Senior Note is presented to the Registrar with a request to register a transferthe transfer thereof, the Registrar shall register the transfer as requested if its the requirements therefor of applicable law are met. When met and, when Senior Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Senior Notes of other authorized denominations, the Registrar shall make the exchange as requested if requested, provided that every Senior Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metCompany and the Registrar duly executed by the Holder thereof or his attorney, duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Senior Note for registration of transfer at the Issuer office or agency maintained pursuant to Section 2.3 hereof, the Company shall issue and execute and the Trustee shall authenticate Senior Notes at the Registrar’s 's request. The Issuer Any exchange or transfer shall be without any service charge to the Noteholder, except that the Company may require payment by the Noteholder of a sum sufficient to pay all taxes, assessments cover any tax or other the governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this SectionIndenture. The Issuer Trustee shall not be required to make, and the Registrar need not register, register transfers of Senior Notes or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any exchange Senior Notes for a period of 15 days before the mailing of a selection notice of redemption of any Senior Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or The Trustee shall not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected exchange or register transfers of any Senior Notes called or being called for redemption in a book entrywhole or in part, except the unredeemed portion of any Senior Note being redeemed in part. All Senior Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Senior Notes surrendered upon such transfer or exchange. Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of the 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 that ownership of a beneficial interest in the Global Note shall be required to be reflected in a book entry. Each Holder of a Senior Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Senior Note in violation of any provision of this Indenture and/or applicable U.S. Federal or state securities law. Except as expressly provided herein, neither the Trustee nor the Registrar shall have any duty to monitor the Company's compliance with or have any responsibility with respect to the Company's compliance with any Federal or state securities laws.
Appears in 2 contracts
Sources: Indenture (Genesis Health Ventures Inc /Pa), Indenture (Genesis Health Ventures Inc /Pa)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate authenticate, upon receipt of an Authentication Order, Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.14, 3.08, 3.09, 0, and Section 9.04 of this Indenture). The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or converted or between a record date and the interest payment date. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsTrustee, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium (if any) and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants, members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar, Paying Agent or the Conversion Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Sunnova Energy International Inc.), Fourth Supplemental Indenture (Sunnova Energy International Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor of this Indenture are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes (i) selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes (ii) for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of A Holder may transfer a Note for only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and in compliance with the Appendix. When a Note is presented such transferee shall succeed to the Registrar with rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the SEC and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (PAETEC Holding Corp.), Indenture (PAETEC Holding Corp.)
Transfer and Exchange. (a) The Notes shall will be issued in registered form only, without coupons, and the Company shall cause the Registrar to maintain the Register for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.
(i) Each Global Note will be registered in the name of the Depositary or its nominee. The Depositary shall be transferable only upon a clearing agency registered under the surrender Exchange Act. The Company initially appoints DTC to act as Depositary with respect to the Notes in global form. Initially, the Global Notes shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co. So long as DTC is serving as the Depositary thereof, each Global Note will bear the DTC Legend.
(ii) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary except as set forth in Section 2.09(b)(iv).
(iii) Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.
(iv) If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) the Company notifies the Trustee to effect such exchange, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount and registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled.
(v) Unless otherwise provided herein or in a Board Resolution or Officers’ Certificate establishing a series of Notes or in an indenture supplemental hereto, beneficial interests in a Global Note may not be exchanged for Certificated Notes.
(c) Each Certificated Note will be registered in the name of the Holder thereof or its nominee.
(d) A Holder may transfer a Note of any series (or a beneficial interest therein) to another Person or exchange a Note of any series (or a beneficial interest therein) for another Note or Notes of any authorized denomination of the same series by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document reasonably required by the Trustee. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Trustee for the purpose; provided that:
(i) no transfer or exchange will be effective until it is registered in the Register, and
(ii) the Trustee will not be required (x) to issue, register the transfer of or exchange any Note of any particular series for a period of 15 days before the mailing of a notice of redemption of Notes of that series to be redeemed or purchased, (y) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (z) if a redemption or a purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange such Note on or after the Regular Record Date and before the date of redemption or purchase. Prior to the registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a any transfer, the Registrar shall register Company, the transfer Trustee and their agents will treat the Person in whose name the Note is registered as requested if its requirements therefor are met. When Notes are presented the owner and Holder thereof for all purposes (whether or not the Note is overdue) and will not be affected by notice to the Registrar with a request contrary. From time to exchange them for an equal principal amount of Notes of other denominations, time the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate additional Notes at as necessary in order to permit the Registrar’s requestregistration of a transfer or exchange in accordance with this Section. The Issuer No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charges in connection with any transfer or charge payable upon exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption subsection (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchangeb)(iv)).
Appears in 2 contracts
Sources: Indenture (Barnes Group Inc), Indenture (Barnes Group Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Second Lien Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges payable on transfer that are required by law in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Guarantors, the Second Lien Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorIssuers, the Guarantors, the Second Lien Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Second Lien Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Second Lien Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the sending of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by DTC.
Appears in 2 contracts
Sources: Indenture (Outbrain Inc.), Indenture (Forward Air Corp)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedNote Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the IssuerCompany, the Guarantors, Trustee and any agent of the Trustee, each Paying Agent and the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar Trustee nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made to any Holder for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon transfers, exchanges or redemptions pursuant to Section 2.11, 3.09, 4.04 or 10.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.04 hereof and shall be entitled ending at the close of business on the day of such mailing or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Kansas City Southern), Indenture (Kansas City Southern De Mexico, S.A. De C.V.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendixtransfer. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Notes are presented to the Registrar with a request to exchange them for an equal aggregate principal amount of Notes of the same series of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with Upon any transfer or exchange pursuant exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by this SectionIndenture. The Issuer Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsCompany, the Trustee, each the Paying Agent and or the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorCompany, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (ai) the Holder of such Global Note (or its agent) or (bii) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (Magellan Health Services Inc), Indenture (Magellan Health Services Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and upon receipt of an Authentication Order the Trustee or its Authenticating Agent shall authenticate Notes at the Registrar’s request. The Issuer or the Trustee may require payment of a Holder to pay a sum sufficient to pay all taxesTaxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer and the Trustee shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before prior to the sending of a selection notice of redemption or of any Notes to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control Offer, a Collateral Asset Sale Offer or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture, the Appendix or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture and the Appendix. Neither the Trustee nor any of its agents shall have any responsibility or liability for any actions taken or not taken by the depositary with which any Global Note is registered.
Appears in 2 contracts
Sources: Indenture (Dave & Buster's Entertainment, Inc.), Indenture (At Home Group Inc.)
Transfer and Exchange. The Notes of this Series shall be issued in registered form and shall be transferable only upon the surrender of a Note of this Series for registration of transfer and in compliance with Appendix A of the AppendixBase Indenture. When a Note is Notes of this Series are presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request or to exchange them for an equal principal amount of Notes of this Series of other denominations, the Registrar shall will register the transfer or make the exchange as requested if the same its requirements for such transactions are met. To permit registration registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes of this Series at the Registrar’s request. The Issuer A Holder of Notes of this Series may transfer or exchange Notes of this Series only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder of Notes of this Series, among other things, to furnish appropriate endorsements Table of Contents or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedtherewith. Prior to the due presentation presentment of any Note of this Series for registration of transfer of any Notetransfer, the Issuer, the GuarantorsCompany, the Trustee, each any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note of this Series is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is be overdue, and none of the Issuer, any GuarantorCompany, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note of this Series shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes of this Series issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the such Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Senior Notes Indenture (T-Mobile US, Inc.), Senior Notes Indenture (T-Mobile US, Inc.)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission, the Trustee shall have received notice of such effectiveness by the Company and provided further that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (SPX Corp), Indenture (SPX Corp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or between a record date and the related interest payment date. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Indenture (Talos Energy Inc.), Indenture (Talos Energy Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. Appendix A. When Notes are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall will register the transfer or make the exchange as requested if the same its requirements for such transactions are met. To permit registration registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer A Holder may transfer or exchange Notes only in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedtherewith. Prior to the due presentation presentment of any Note for registration of transfer of any Notetransfer, the Issuer, the GuarantorsCompany, the Trustee, each any agent of the Company or the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for all purposes, including for the purpose of receiving payment of principal of of, and any premium and any interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is be overdue, and none of the Issuer, any GuarantorCompany, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: First Supplemental Indenture (Metropcs Communications Inc), Second Supplemental Indenture (Metropcs Communications Inc)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request Holder only upon, final acceptance and registration of the transfer by the Registrar in the Security Register. Prior to register the registration of any transfer by a transferHolder as provided herein, the Registrar Issuer, the Trustee, and any agent of the Issuer shall register treat the transfer person in whose name the Note is registered as requested if the owner thereof for all purposes whether or not the Note shall be overdue, and neither the Issuer, the Trustee, nor any such agent shall be affected by notice to the contrary. Furthermore, any Holder of a Global Note shall, by acceptance of such 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 requirements therefor are metagent) and 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 Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other denominationsauthorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the same requirements Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission and that any Notes that are metexchanged for Exchange Notes shall be cancelled by the Trustee. To permit registration registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s 's request. The No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Issuer may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charges in connection with any transfer or exchange charge payable upon exchanges pursuant to this SectionSection 2.11, 3.08 or 9.04). The Issuer Registrar shall not be required (i) to makeissue, and register the Registrar need not register, transfers transfer of or exchanges exchange any Note during a period beginning at the opening of business 15 days before the day of the 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 mailing, or (exceptii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, in except the case unredeemed portion of Notes to be any Note being redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (Multicare Companies Inc), Indenture (Genesis Eldercare Acquisition Corp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of A Holder may transfer a Note for only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and in compliance with the Appendix. When a Note is presented such transferee shall succeed to the Registrar with rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon any are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange pursuant them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the terms Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of this Indenture the Holder); provided that no exchanges of Notes for Exchange Notes shall evidence occur until a Registration Statement shall have been declared effective by the same debt SEC and that any Notes that are exchanged for Exchange Notes shall be entitled to cancelled by the same benefits under this Indenture as Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes surrendered upon such transfer or exchange.at the Registrar’s
Appears in 2 contracts
Sources: Indenture (PAETEC Holding Corp.), Indenture (PAETEC Holding Corp.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer and Holdings shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer and Holdings may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer and Holdings shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsHoldings, any Guarantor, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and Accreted Value of, premium, if any, or interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, Holdings, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the First Lien Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges payable on transfer that are required by law in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Guarantors, the First Lien Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorIssuers, the Guarantors, the First Lien Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The First Lien Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the First Lien Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository. Notwithstanding any register held and maintained by the Registrar or any other registrar appointed by the Issuers, the Issuer will keep a register of holders of Notes at its registered office (the “Register”), for the purpose of Luxembourg law. Ownership in respect of Notes is established by way of registration of the transfer of notes in the Register. In the case of a conflict between a register of Notes held by an agent of the Issuer and the Register, the Register will be prima facie evidence of ownership for Luxembourg law purposes, in the event of discrepancy between that register and the Register.
Appears in 2 contracts
Sources: Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)
Transfer and Exchange. The Notes shall be issued are issuable only in registered form and shall be transferable only upon the surrender of form. A Holder may transfer a Note for registration of transfer and in compliance with the Appendix. When a Note is presented only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder). To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (SPX FLOW, Inc.), Indenture (SPX FLOW, Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or between a Record Date and the relevant Interest Payment Date. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Indenture (Coronado Global Resources Inc.), Indenture (Coronado Global Resources Inc.)
Transfer and Exchange. The Notes shall be issued in registered form (a) Subject to Sections 2.18 and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer2.19, the Registrar shall register the transfer as requested if its requirements therefor are met. When when Notes are presented to the Registrar with a request from the Holder of such Notes to register a transfer or to exchange them for an equal principal amount of Notes of other authorized denominations, the Registrar shall make register the exchange transfer as requested if (and, in the same requirements are metcase of Notes issued in the form of Global Notes under the New Safekeeping Structure, the Trustee shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate the Global Notes reflecting such transfer, and such Global Notes shall have been effectuated by the Common Safekeeper). Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar, duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Issuer Company shall execute issue and execute, and the Trustee shall authenticate authenticate, new Notes evidencing such transfer or exchange at the Registrar’s requestrequest (and, in the case of Notes issued in the form of Global Notes under the New Safekeeping Structure, the Trustee shall instruct, or cause the Paying Agent to instruct, the Common Safekeeper to effectuate the Global Notes evidencing such transfer or exchange and such Global Notes shall have been effectuated by the Common Safekeeper). No service charge shall be made to the Holder for any registration of transfer or exchange. The Issuer Company or Trustee may require from the Holder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this SectionSections 2.11, 3.6 or 9.6 (in which events the Company shall be responsible for the payment of such taxes). The Issuer Registrar shall not be required to make, and the Registrar need not register, transfers exchange or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or register a transfer of any Notes Note for a period of 15 days before a selection immediately preceding the redemption of Notes to be redeemed. Prior to Notes, except the due presentation for registration of transfer unredeemed portion of any Note, the Issuer, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person Note being redeemed in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. part.
(b) Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of the beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) or on behalf of the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global NoteICSDs, and that ownership of a beneficial interest in such the Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchangeentry system.
Appears in 2 contracts
Sources: Indenture (Amphenol Corp /De/), Indenture (Amphenol Corp /De/)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendixtransfer. When a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all cover any taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 3.06, 4.10, 4.15 or 9.05). The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any NoteNotes, the IssuerIssuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to the record date provisions of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any GuarantorGuarantor (if applicable), the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Western Refining Logistics, LP)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendixtransfer. When a Note is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Notes are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount Principal Amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s 's or co-registrar's request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or 15 days before an Interest Payment Date. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal Principal of and interest, if any, interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (Rev Holdings LLC), Indenture (Rev Holdings LLC)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, subject to Section 16.07, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all transfer taxes, assessments or other similar governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers transfer or exchanges of exchange the Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days 5 Business Days before a selection of Notes to be redeemedredeemed or between a Record Date and the relevant Interest Payment Date, but only to the extent such registration, transfer or exchange is not permitted by, or is administratively impractical in accordance with, the Applicable Procedures. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Subsidiary Guarantors, Holdings, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Guarantorthe Subsidiary Guarantors, Holdings, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Indenture (Fresh Market Holdings, Inc.), Indenture (Fresh Market Holdings, Inc.)
Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only in compliance with Appendix A and upon the surrender of a Note for registration of transfer and in compliance with the Appendixtransfer. When a Note is presented to the Registrar or a Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture are met. When Notes are presented to the Registrar or a Transfer Agent with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. .
(b) To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of any Notes selected for redemption in accordance with the terms of this Indenture (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or any Notes during the period after the relevant record date and prior to the relevant interest payment date. Prior to the due presentation for registration of transfer of any Note, the Issuer, the Note Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, any Note Guarantor, the Trustee, a any Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt Indebtedness and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
Appears in 2 contracts
Sources: Indenture (Goodyear Tire & Rubber Co /Oh/), Indenture (Goodyear Tire & Rubber Co /Oh/)
Transfer and Exchange. (a) The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. Appendix A.
(b) To permit registration registrations of transfers and exchangesexchanges in compliance with Appendix A, the Issuer Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request. The Issuer may require payment .
(c) No service charge shall be imposed on a holder of a sum sufficient to pay all taxes, assessments beneficial interest in a Global Note or other governmental charges in connection with a Holder of a Definitive Note for any registration of transfer or exchange (other than pursuant to this Section. The Issuer Section 2.07), but the Holders shall not be required to makepay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.14 and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part9.04). In addition, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the Issuer, the GuarantorsIssuers, the Trustee, each Paying the Transfer Agent and the Registrar may deem request such other evidence as may be reasonably requested by them documenting the identity and/or signatures of the transferor and treat the Person in whose name a Note is registered transferees.
(d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the absolute owner Global Notes or Definitive Notes surrendered upon such registration of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether transfer or not such Note is overdue, and none of the Issuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contraryexchange. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note), and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entryentry and that transfers are subject to compliance with applicable law.
(e) Neither the Issuers nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the day of any selection of Notes to be redeemed pursuant to Section 3.02 and ending at the mailing of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date.
(f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent or the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject to the Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(g) Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 in compliance with Appendix A, the Issuers shall execute, and the Trustee shall authenticate and deliver upon receipt of an Authentication Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met.
(h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuers designated pursuant to Section 4.02 so long as the requirements of this Indenture are met. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Appendix A so long as the requirements of this Indenture are met.
(i) All Notes issued upon any certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 and Appendix A to effect a registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall may be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer submitted by mail or exchangeby facsimile or electronic transmission.
Appears in 2 contracts
Sources: Indenture (Alliance Holdings GP, L.P.), Indenture (Alliance Resource Partners Lp)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this SectionSection 2.07. The Issuer Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before the mailing or sending of a selection notice of redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerCompany, any Guarantorthe Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository. The transferor of any note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 2 contracts
Sources: Indenture (WABASH NATIONAL Corp), Indenture (Wabash National Corp /De)
Transfer and Exchange. The Notes are issuable only in registered form. The Notes shall initially be issued in registered form as part of an issuance of Units, each of which consists of one Note and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedone Warrant. Prior to the due presentation for Separation Date, the Notes may not be transferred or exchanged separately from, but may be transferred or exchanged only together with the Warrants issued in connection with such Notes. A Holder may transfer a Note by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such transfer shall be effected until, and such transferee shall succeed to the rights of a Holder only upon, final acceptance and registration of the transfer by the Registrar in the Note Register. Prior to the registration of any Notetransfer by a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met; PROVIDED that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the Commission (confirmed in an Officers' Certificate delivered to the Trustee) and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar's request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Econophone Inc), Indenture (Econophone Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of A Holder may transfer a Note for only by written application to the Registrar stating the name of the proposed transferee and otherwise complying with the terms of this Indenture. No such registration of transfer shall be effected until, and in compliance with the Appendix. When a Note is presented such transferee shall succeed to the Registrar with rights of a request to register a transferHolder only upon, final acceptance and registration of the transfer by the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedSecurity Register. Prior to the due presentation for registration of any transfer of any Noteby a Holder as provided herein, the Issuer, the GuarantorsCompany, the Trustee, each Paying any Agent and any agent of the Registrar may deem and Company shall treat the Person person in whose name a the Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and thereof for all other purposes whatsoever, whether or not such the Note is shall be overdue, and none of neither the Issuer, any GuarantorCompany, the Trustee, a Paying any Agent or the Registrar nor any such agent shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-book entry system maintained by (a) the Holder of such Global Note (or its agent) or (b) any Holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global the Note shall be required to be reflected in a book entry. All When Notes issued upon are presented to the Registrar or a co-Registrar with a request to register the transfer or to exchange them for an equal principal amount of Notes of other authorized denominations (including an exchange of Notes for Exchange Notes), the Registrar shall register the transfer or make the exchange as requested if its requirements for such transactions are met (including that such Notes are duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and Registrar duly executed by the Holder thereof or by an attorney who is authorized in writing to act on behalf of the Holder); provided that no exchanges of Notes for Exchange Notes shall occur until a Registration Statement shall have been declared effective by the SEC and that any Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Notes at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.08 or 9.04). The Registrar shall not be required (i) to issue, register the terms transfer of this Indenture shall evidence or exchange any Note during a period beginning at the same debt opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 3.03 and shall be entitled ending at the close of business on the day of such mailing, or (ii) to register the same benefits under this Indenture as transfer of or exchange any Note so selected for redemption in whole or in part, except the Notes surrendered upon such transfer or exchangeunredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Earthlink Inc), Indenture (Earthlink Inc)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemedredeemed or between a Record Date and the relevant Interest Payment Date. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.
Appears in 2 contracts
Sources: Supplemental Indenture (Stars Group Inc.), Indenture (Stars Group Inc.)
Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registration of transfer and in compliance with the Appendix. Appendix A. When a Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Notes at the Registrar’s request. The Issuer Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section. The Issuer Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Notes for a period of 15 days before a selection of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Note, the IssuerIssuers, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the IssuerIssuers, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book entry. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Athlon Energy Inc.), Indenture (Athlon Energy Inc.)