Transfer Exchange and Replacement Sample Clauses
Transfer Exchange and Replacement. (a) Transferability.
(i) The Holder covenants not to transfer this Warrant or the Warrant Shares except in compliance with this Section 7(a). Subject to compliance with the transfer restrictions set forth in clause (ii) of this Section 7(a), this Warrant (in whole only), the Warrant Shares (in whole or in part) and the rights granted to the Holder hereof are freely transferable upon surrender of this Warrant, together with an assignment form, at the office or agency of the Company referred to in Section 8 below.
(ii) This Warrant shall not be transferable except (a) in whole in the event of a sale of the Holder, (b) in whole to any Affiliate of the Holder or (c) in whole to any qualified financial institution; provided that a Holder that is a qualified financial institution may only transfer this Warrant to another qualified financial institution. For purposes of this Section 7, “qualified financial institution” means a registered broker-dealer or commercial bank organized and licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $300 million. The Holder shall not effect any transfer except pursuant to a transaction either registered, or exempt from registration, under the Securities Act. Prior to any transfer in reliance upon an exemption from such registration other than Rule 144 of the Securities Act, the Holder shall provide to the Company an opinion letter from counsel to the Holder (which counsel may include in-house counsel), reasonably satisfactory to the Company, opining that such transfer does not require registration under the Securities Act. The transferee, by acceptance of this Warrant, acknowledges that it takes such warrant subject to the terms and conditions hereof. Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered Holder hereof as the owner hereof for all purposes, and the Company shall not be affected by any notice to the contrary.
Transfer Exchange and Replacement. (a) The transfer of the Notes is registrable (upon the terms and subject to the conditions set forth in the Fiscal Agency Agreement and subject to the reasonable requirements of the Issuer, the Guarantor, the Registrar and the Fiscal Agent) on the Note Register upon surrender of such Notes for registration at the corporate trust office of the Fiscal Agent, duly endorsed by, or accompanied by a written instrument of transfer in a form approved by the Issuer, the Guarantor, the Registrar and the Fiscal Agent duly executed by, the Holder hereof or his attorney duly authorized in writing.
(b) In the manner and subject to the limitations and upon payment of the charges (if any) provided in the Fiscal Agency Agreement, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, with the notation of the Guarantee endorsed thereon, or for a beneficial interest in a Global Note.
(c) No service charges shall be made for any exchange or registration of transfer provided for in Conditions 7(a) and 7(b) hereof, but the Issuer or the Guarantor, as the case may be, may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
(d) No registrations of transfers or exchanges of Notes shall be made after notice of redemption of the Notes has been given.
(e) All Notes (with the notation of the Guarantee endorsed thereon) issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer and Guarantor, respectively, evidencing the same obligation, and entitled to the same benefits, as the Notes, and the Guarantee thereof, surrendered upon such registration of transfer or exchange. Any new Note delivered pursuant to this Condition 7 shall be dated so that neither gain nor loss of interest shall result from such transfer or exchange.
(f) If any Note shall at any time become mutilated or destroyed or stolen or lost, then provided that such Note, or evidence of the destruction, theft or loss thereof (together with the indemnity hereinafter referred to and such other documents or proof as may be required in the premises) shall be delivered to the corporate trust office of the Fiscal Agent, a replacement Note of the same tenor and principal amount, with the notation of the Guarantee endorsed thereon by the Guarantor, will be issued by the Issuer and, at its request, authenticated by the Registrar and delivered by the Fiscal Agent at its corpor...
Transfer Exchange and Replacement. (a) Transferability .
(i) The Holder covenants not to transfer this Warrant or the Warrant Shares except in compliance with exemption from registration under the Securities Act of 1933 and similar exemptions under applicable State Blue Sky Laws. In the event of such transfer in whole or in part, to be effective, Holder must first deliver an Executed Notice of Assignment Of Warrant to the Company.
(ii) Any assignee, by acceptance of this Warrant, acknowledges that it takes such warrant subject to the terms and conditions hereof. Until due presentment by Holder of a fully Executed Notice of Assignment of Warrant for registration of transfer on the books of the Company, the Company may treat the registered Holder hereof as the owner hereof for all purposes, and the Company shall not be affected by any notice to the contrary.
Transfer Exchange and Replacement