Transfer Certificate Sample Clauses

Transfer Certificate. Each Party (except for the Borrower and the Lender and any bank, financial institution, trust, fund or other entity which is seeking the relevant transfer in accordance with Clause 24 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.

Transfer Certificate. In connection with any transfer (or exchange or conversion as provided below) of any of the Notes, the undersigned registered owner of this Note hereby certifies with respect to US$ principal amount of the above-captioned Notes presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for exchange or conversion where the Notes or Common Stock issuable upon such exchange or conversion, as the case may be, are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: A transfer of the Surrendered Notes is made to the Company or any Subsidiaries; or The transfer of the Surrendered Notes complies with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”); or The transfer of the Surrendered Note complies with Rule 501(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act; or The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act, or The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act, and unless the box below is checked, the undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”). The transferee is an Affiliate of the Company. DATE: Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)

Transfer Certificate. On the Drag-Along Sale Date, each of Drag-Along Shareholders and the Dragged Shareholders shall each deliver or cause to be delivered an instrument of transfer and a certificate or certificates evidencing its Shares to be included in the Drag-Along Sale, duly endorsed for transfer with signatures guaranteed, to such third party purchasers in the manner and at the address indicated in the Drag-Along Notice.

Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent: (a) to the extent that in such Transfer Certificate the Lender party to it seeks to transfer its rights, benefits and obligations under the Finance Documents, each of the Obligors and such Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (such rights and obligations being referred to in this Clause 39.5 as “discharged rights and obligations”); (b) each of the Obligors and the Transferee party to it shall assume obligations towards one another and/or acquire rights against one another which differ from the discharged rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the same in place of such Obligor and such Lender; (c) subject to Clause 21.1 (Replacement of Lenders), the other Finance Parties and the Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to the Finance Documents as a Lender with the rights, benefits and obligations acquired or assumed by it as a result of such transfer; and (d) such Transferee shall become a party to this Agreement as a Lender.

Transfer Certificate. If any Lender wishes to assign or transfer all or any of its rights, benefits and obligations hereunder in accordance with Section 14.3, then such assignment or transfer shall be effected by the delivery by such Lender to the Canadian Agent and the U.S. Agent and the Borrowers of a duly completed and executed Transfer Certificate whereupon, to the extent that in such Transfer Certificate the Lenders party thereto seeks to assign or transfer its rights and obligations hereunder: (a) the applicable Borrower(s) and such Lender shall each be released from further obligations to the other hereunder, and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this Section 14.4 as “discharged rights and obligations”); (b) the applicable Borrower(s) and the Transferee party thereto shall each assume obligations towards and acquire rights in respect of each other which differ from the discharged rights and obligations only insofar as the obligations so assumed and the rights so acquired by the Borrowers are owed to and constituted by claims against such Transferee and not such Lender, so that the Borrowers and the Transferee shall have the same rights and obligations towards each other which they would have acquired had the Transferee been an original party hereto; (c) the Agents, the Transferee and the other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Transferee been an original party hereto with the obligations assumed and the rights acquired by it as a result of such assignment or transfer. (d) the amounts payable by any Borrower under this Agreement shall not increase, whether in respect of withholding on account of taxes or otherwise, as a result of any such assignment or transfer to a Lender which is, or is deemed to be (i) in the case of the Canadian Facilities, not resident in Canada for the purposes of the Income Tax Act (Canada) with respect to any such Transferee becoming a Canadian Lender or (ii) in the case of the U.S. Facilities, is not a resident of the U.S. for the purpose of the Code with respect to any such Transferee becoming a U.S. Lender.

Transfer Certificate. The undersigned registered owner of this Security hereby certifies with respect to $________ principal amount of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a "transfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: ___________ The transfer of the Surrendered Securities complies with Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act"); or ___________ The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or ___________ The transfer of the Surrendered Securities complies with Rule 903 or 904 of Regulation S under the Securities Act; or ___________ The transfer of the Surrendered Securities is to an institutional accredited investor, as defined under Rule 501 of Regulation D under the Securities Act; or ___________ The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act. DATE: ___________________ ------------------- Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)

Transfer Certificate the Registrar shall so long as any Note is outstanding immediately, and in any event within three business days (being days when banks are open for business in the city in which the Specified Office of the Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Individual Note Certificates for transfer (together with any certifications required by it including, but not limited to, a transfer certificate, as set out in Schedule 4 (Form of Transfer Certificate), (a Transfer Certificate)) or (ii) following the endorsement of a reduction in nominal amount of a Global Note Certificate for exchange into Individual Note Certificates, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Individual Note Certificates of a like aggregate nominal amount to the Individual Note Certificates transferred and, in the case of the transfer of part only of an Individual Note Certificate, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Individual Note Certificate in respect of the balance of the Individual Note Certificates not so transferred.

Transfer Certificate. The Transferor the transaction to which it relates comply respectively. Agreement

Transfer Certificate. The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively. To: HSH Nordbank AG for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee and each Lender, as defined in the Loan Agreement referred to below.