Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like terms. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 3 contracts
Samples: Lease Agreement (Gb Property Funding Corp), Gb Property Funding Corp, Gb Holdings Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Debenture Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Debentures and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeDebentures. The Trustee is hereby initially appointed as security registrar (the "Security Debenture Registrar") " for the purpose of registering Securities Debentures and transfers of Securities Debentures as herein provided. Upon surrender for registration of transfer of any Security Debenture at the an office or agency of the Company designated pursuant to Section 1002Company, the Company shall execute, and the Trustee shall register on the Debenture Register and shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Debentures of any authorized denomination or denominations denominations, of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities Debentures may be exchanged for other Securities Debentures of any authorized denomination and denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company Company, the Trustee and the Security RegistrarDebenture Registrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures, other than exchanges pursuant to Section 3.04, 9.06, 11.08, 12.02 or 14.02(c) not involving any transfer. The Neither the Company nor the Trustee or Debenture Registrar shall not be required (ia) to issue, authenticate or register the transfer of or exchange any Security Debenture during a period beginning at the opening of business 15 days before the selection day of Securities to be redeemed the mailing of a notice of redemption of Debentures selected for redemption under Section 1104 11.04 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (iib) to register the transfer of or exchange any Security Debenture so selected for redemption in whole or in part, except the unredeemed portion of any Security Debenture being redeemed in part.
Appears in 2 contracts
Samples: Indenture (Systems & Computer Technology Corp), Alpha Technologies Group Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 10.02 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security “Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 100210.02, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities having duly executed Guarantees endorsed thereon of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities and any Additional Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities or any Additional Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities and any Additional Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities and Guarantees issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 11.04 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor Federal or State securities laws other than to collect the certificates required herein.
Appears in 2 contracts
Samples: Indenture (A I M Management Group Inc /De/), Indenture (A I M Management Group Inc /De/)
Registration, Registration of Transfer and Exchange. The Company shall From and after the Separation Time, the Corporation will cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall Corporation will provide for the registration and transfer of Securities and of transfers of SecuritiesRights. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee Rights Agent is hereby initially appointed as security registrar (the "Security Rights Registrar") " for the purpose of maintaining the Rights Register for the Corporation and registering Securities Rights and transfers of Securities Rights as herein provided. Upon In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Security at Rights Certificate, and subject to the office or agency provisions of the Company designated pursuant to Section 1002Subsection 2.6(c), the Company shall Corporation will execute, and the Trustee shall authenticate Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Securities Rights Certificates evidencing the same aggregate number of any authorized denomination or denominations of a like aggregate principal amount and like terms. At Rights as did the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are Rights Certificates so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receivesurrendered. All Securities Rights issued upon any registration of transfer or exchange of Securities Rights Certificates shall be the valid obligations of the Company, evidencing the same debtCorporation, and such Rights shall be entitled to the same benefits under this Indenture, Agreement as the Securities Rights surrendered upon such registration of transfer or exchange. Every Security presented or Rights Certificate surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and Corporation or the Security RegistrarRights Agent, as the case may be, duly executed executed, by the Holder holder thereof or his such holder's attorney duly authorized in writing. No service charge shall be made for As a condition to the issuance of any registration of transfer or exchange or redemption of Securitiesnew Rights Certificate under this Section 2.6, but the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with relation thereto and any registration other expenses (including the fees and expenses of the Rights Agent) connected therewith. The Corporation shall not be required to register the transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) Rights after the Rights have been terminated pursuant to issue, register the transfer provisions of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partthis Agreement.
Appears in 2 contracts
Samples: Shareholder Protection Rights Agreement (MDS Inc), Shareholder Protection Rights Agreement (MDS Inc)
Registration, Registration of Transfer and Exchange. The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of Office, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, Securities of the Securities same series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder’s acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202. Neither the Securities Registrar nor the Trustee 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 Security (including any transfers between or among participants or beneficial owners of interests in any Global Security) 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. The Trustee and the Securities Registrar shall be entitled to receive such evidence as may be reasonably requested to establish the identity and/or signature of any transferee or transferor.
Appears in 2 contracts
Samples: Indenture (Sonic Automotive Inc), Sonic Automotive Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, Company hereby appoints the Security Register shall be open to inspection by Trustee as the Trustee. The Trustee is hereby initially appointed as initial security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein providedprovided (the registrar responsible for so registering Securities and transfers thereof being herein sometimes referred to as the “Security Registrar”). The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register shall be available for inspection by the Trustee. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated maintained pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termstenor. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termstenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed executed, by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. The Neither the Trustee nor the Company shall not be required (i1) to issue, register the transfer of or exchange Securities of any Security series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of mailing of a notice of redemption of Securities to be redeemed of that series selected for redemption under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (ii2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (3) to register the transfer of or exchange any Security between a Regular Record Date and the next succeeding Interest Payment Date. Notwithstanding any other provision in this Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary shall direct.
Appears in 2 contracts
Samples: Enterprise Financial Services Corp, Park National Corp /Oh/
Registration, Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company designated pursuant to Section 1002 8.02 being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") Registrar for the purpose of registering Registered Securities and transfers and exchanges of Registered Securities as herein provided. Upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 10028.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount and like termsbearing such restrictive legends as may be required by this Indenture. At the option of the Holder, and subject to the other provisions of this Section 2.09, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, and subject to the other provisions of this Section 2.09, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, subject to the other provisions of this Section 2.09, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Unless otherwise provided in the Security to be transferred or exchanged, no service charge shall be made to a Holder for any registration of transfer or exchange or redemption of SecuritiesSecurities except as provided in Section 2.10, but the Company may (unless otherwise provided in such Security) require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to this Section 2.09 or Section 9.02 (other than where the shares of Common Stock are to be issued or delivered in a name other than that of the Holder of the Security) not involving any transfer. The Company shall not transfer and other than any stamp and other duties, if any, that may be required (i) to issue, register the imposed in connection with any such transfer of or exchange by the United States or any Security during a period beginning at political subdivision thereof or therein, which shall be paid by the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partCompany.
Appears in 2 contracts
Samples: Epicept Corporation (Epicept Corp), Epicept Corporation (Epicept Corp)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change any Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Security Registrar. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid valid, legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (iA) to issue, register the transfer of or exchange any Security Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of the sending of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemptionsending, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
Appears in 2 contracts
Registration, Registration of Transfer and Exchange. The Company Corporation shall cause to be kept at the Corporate Trust Office corporate trust office of the Trustee a register for each series of Securities (the register registers maintained in such the corporate trust office of the Trustee and in any other office or agency designated pursuant to Section 1002 of the Corporation in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar"”) for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company Corporation shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Registered Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termstenor. At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. Unless otherwise specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities. If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officer’s Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and like termstenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Corporation in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Corporation and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States and Canada. Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. Whenever any Securities are so surrendered for exchange, the Company Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in the permanent global Security of any series is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Corporation shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security, executed by the Corporation. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depository or such other depository as shall be specified in the Corporation Order with respect thereto to the Trustee, as the Corporation’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; provided, further, however, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States or Canada. If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCorporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Corporation or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company Corporation and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 306, 1107 or 1305 not involving any transfer. The Company Corporation shall not be required (i) to issue, register the transfer of or exchange Securities of any Security series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of that series under Section 1104 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of such the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, (iii) to exchange any Bearer Security so selected for redemption except that such Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.
Appears in 2 contracts
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, the Guarantors shall endorse Guarantees on, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Guarantors shall endorse Guarantees on, and the Trustee shall authenticate and deliver, deliver the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1010 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 2 contracts
Samples: Tyco International LTD /Ber/, Tyco International LTD /Ber/
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee U.S. Bank Trust Company, National Association a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timesU.S. Bank Trust Company, the Security Register shall be open to inspection by the Trustee. The Trustee National Association is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company shall executeexecute (or through book-entry transfer in the case of Global Securities), and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termstenor. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termstenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall executeexecute (or through book-entry transfer in the case of Global Securities), and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company or Security Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer. The Company shall not be required (i1) to issue, register the transfer of or exchange Securities of any Security series during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of Securities to be redeemed of that series selected for redemption under Section 1104 11.03 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (ii2) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act, (2) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, (3) there shall have occurred and be continuing an Event of Default with respect to the Securities evidenced by such Global Security or (4) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 3.01. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depositary for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered. Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security.
Appears in 2 contracts
Samples: Indenture (BrightSpring Health Services, Inc.), Indenture (BrightSpring Health Services, Inc.)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, the Guarantors shall endorse Guarantees on, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, the Guarantors shall endorse Guarantees on, and the Trustee shall authenticate and deliver, deliver the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 2 contracts
Samples: Tyco International LTD /Ber/, Tyco International LTD /Ber/
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange excess of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1209 not involving any transfer. The If the Securities are to be redeemed in part, the Company shall will not be required (i) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the selection day of mailing of a notice of redemption of any such Securities to that may be redeemed under Section 1104 selected for redemption and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in partmailing, except the unredeemed portion of any Security such Securities being redeemed in part.
Appears in 2 contracts
Samples: Enron Capital Trust Ii, Enron Capital Trust Ii
Registration, Registration of Transfer and Exchange. The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, Securities of the Securities same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities for Series B Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and any Series A Securities exchanged for the Series B Securities shall be canceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtDebt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part, (c) to register the transfer of or exchange any Security that has been tendered in an Offer or a Change of Control Offer, or (d) to register the transfer of or exchange a Security between a Record Date and the next succeeding Interest Payment Date. Except as otherwise provided herein, every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder’s acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202.
Appears in 2 contracts
Samples: Penske Automotive Group, Inc., Indenture (United Auto Group Inc)
Registration, Registration of Transfer and Exchange. The Company Purchase Contract Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Purchase Contract Agent shall provide for the registration of Securities Certificates and of transfers of SecuritiesCertificates (the Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Register Registrar shall be in written form or any other form capable record separately the registration and transfer of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Certificates evidencing Corporate Units and transfers of Securities as herein providedTreasury Units. Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Certificates of any authorized denomination or denominations denominations, of like tenor, and evidencing a like aggregate principal amount and like termsnumber of Corporate Units or Treasury Units, as the case may be. At the option of the Holder, Securities Certificates may be exchanged for other Securities Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Corporate Units or Treasury Units, as the case may be, upon surrender of the Securities Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Certificates which the Holder making the exchange is entitled to receive. All Securities Certificates issued upon any registration of transfer or exchange of Securities a Certificate shall be evidence the valid obligations ownership of the Companysame number of Corporate Units or Treasury Units, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations under this IndentureAgreement as the Corporate Units or Treasury Units, as the Securities case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarPurchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarPurchase Contract Agent, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Certificate, but the Company and the Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCertificates, other than any exchanges pursuant to Sections 3.6 and 8.5 not involving any transfer. The Notwithstanding the foregoing, the Company shall will not be required (i) obligated to issueexecute and deliver to the Purchase Contract Agent, register and the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities Purchase Contract Agent will not be obligated to be redeemed under Section 1104 and ending at the close of business authenticate, execute on the day of such mailing behalf of the relevant notice Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of redemption, transfer or (ii) for exchange on or after the Business Day immediately preceding the earliest to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion occur of any Security being redeemed Early Settlement Date with respect to such Certificate, any Fundamental Change Early Settlement Date with respect to such Certificate, the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in part.this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall
Appears in 2 contracts
Samples: Purchase Contract Agreement (FPL Group Inc), Purchase Contract Agreement (FPL Group Inc)
Registration, Registration of Transfer and Exchange. The Company Stock Purchase Contract Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Stock Purchase Contract Agent shall provide for the registration of Securities and of transfers of SecuritiesCertificates (the Stock Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Register Registrar shall be in written form or any other form capable record separately the registration and transfer of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Certificates evidencing Normal Common Equity Units and transfers of Securities as herein providedStripped Common Equity Units. Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Stock Purchase Contract Agent, and the Trustee Stock Purchase Contract Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Certificates of any authorized denomination or denominations denominations, of like tenor, and evidencing a like aggregate principal amount number of Normal Common Equity Units or Stripped Common Equity Units, as the case may be; provided, however, that (i) Certificates so executed, authenticated and like termsdelivered upon a transfer of any interest in a Certificate bearing the Private Placement Legend shall also bear the Private Placement Legend unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificates; and (ii) the Stock Purchase Contract Agent and the Company may refuse to effect any transfer of an interest in a Certificate unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such transfer complies with the registration and prospectus-delivery requirements of the Securities Act or is exempt from such requirements. At the option of the Holder, Securities Certificates evidencing Normal Common Equity Units or Stripped Common Equity Units may be exchanged for other Securities Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Normal Common Equity Units or Stripped Common Equity Units, respectively, upon surrender of the Securities Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Stock Purchase Contract Agent, and the Trustee Stock Purchase Contract Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities which Certificates that the Holder making the exchange is entitled to receive; provided, however, that if the Certificate to be exchanged (including any Certificate to be exchanged pursuant to a Collateral Substitution pursuant to Section 3.12 or Section 3.13) bears the Private Placement Legend, then the Certificate(s) so authenticated, executed and delivered in exchange therefor shall also bear the Private Placement Legend unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificate(s). All Securities Certificates issued upon any registration of transfer or exchange of Securities a Certificate shall be evidence the valid obligations ownership of the Companysame number of Normal Common Equity Units or Stripped Common Equity Units, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations under this IndentureAgreement as, the Normal Common Equity Units or Stripped Common Equity Units, as applicable, evidenced by the Securities Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarStock Purchase Contract Agent duly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Certificate, but the Company and the Security Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCertificates, other than any exchanges pursuant to Section 3.4, Section 3.6 and Section 8.5 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required (i) obligated to issueexecute and deliver to the Stock Purchase Contract Agent, register and the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities Stock Purchase Contract Agent shall not be obligated to be redeemed under Section 1104 and ending at the close of business authenticate, execute on the day of such mailing behalf of the relevant notice Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of redemption, transfer or (ii) for exchange on or after the Business Day immediately preceding the earliest to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion occur of any Security being redeemed Early Settlement Date with respect to the Common Equity Units evidenced by such Certificate, any Cash Merger Early Settlement Date with respect to the Common Equity Units evidenced by such Certificate, the Third Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in part.this Section and receipt of appropriate registration or transfer instructions from such Holder, the Stock Purchase Contract Agent shall:
Appears in 2 contracts
Samples: Pledge Agreement (Metlife Inc), Pledge Agreement (American International Group Inc)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities, or of Securities of a particular series, and of transfers of Securities. The Security Register shall be in written form Securities or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeSecurities of such series. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to Section 3.11, upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for Securities of that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of like tenor of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At Subject to Section 3.11, at the option of the Holder, Securities of any series may be exchanged for other Securities of like tenor of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of Securities to be redeemed of such series selected for redemption under Section 1104 11.3 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 2 contracts
Samples: Indenture (SSBH Capital Iv), Indenture (Commercial Credit Co)
Registration, Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 11.02 being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar “Security Registrar” (the "“Security Registrar"”) for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 100211.02 for such purpose, the Company shall execute, and the Trustee shall shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount Principal Amount and like termstenor. At the option of the HolderHolder and subject to the other provisions of this Section 3.05 and to Section 3.09, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like aggregate principal amount Principal Amount and like termstenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee Trustee, upon receipt of a Company Order, shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. As a condition to the registration of transfer of any Restricted Securities, the Company or the Trustee may require evidence satisfactory to them as to the compliance with the restrictions set forth in the legend on such securities. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04 not involving any transfer. The Company shall not be required to exchange or register a transfer of any Security (i) during the 15-day period immediately preceding the mailing of any notice of redemption of any Security, (ii) after any notice of redemption has been given to issueHolders, register the transfer of or exchange any except, where such notice provides that such Security during a period beginning at the opening of business 15 days before the selection of Securities is to be redeemed under Section 1104 and ending at only in part, the close of business on the day of such mailing Company shall be required to exchange or register a transfer of the relevant notice portion thereof not to be redeemed, (iii) that has been surrendered for conversion or (iv) as to which a Fundamental Change Repurchase Notice has been delivered and not withdrawn, except, where such Fundamental Change Repurchase Notice provides that such Security is to be purchased only in part, the Company shall be required to exchange or register a transfer of redemption, the portion thereof not to be purchased. Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have any duty to register the transfer of obtain documentation relating to any transfers or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partexchanges other than as specifically required hereunder.
Appears in 2 contracts
Samples: Indenture (Guardian II Acquisition CORP), Indenture (Oscient Pharmaceuticals Corp)
Registration, Registration of Transfer and Exchange. The Company Issuer shall cause to be kept at an office or agency to be maintained by the Corporate Trust Office of the Trustee Issuer in accordance with Section 1002 a register (being the combined register maintained in such office of the Security Registrar and in any other office or agency all transfer agents designated pursuant to Section 1002 being herein for the purpose of registration of transfer of Securities and sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Securities and the registration of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated Issuer maintained pursuant to Section 10021002 for such purpose in a Place of Payment for that series, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Securities which that the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuer or the Security RegistrarTrustee or any transfer agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company Issuer and the Security RegistrarRegistrar or any transfer agent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company Issuer or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The Company If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Issuer shall not be required (i) to issue, register the transfer of or exchange any Security Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the any selection of Securities of that series to be redeemed under Section 1104 and ending at the close of business on the day of such the mailing of the relevant notice of redemption. The Trustee shall have no obligation or duty to monitor, determine or (ii) inquire as to register the compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of or exchange any interest in any Security (including any transfers between or among depositary participants or beneficial owners of interests in any certificated Security or global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so selected 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. Neither the Trustee nor any agent shall have any responsibility for redemption in whole any actions taken or in part, except not taken by the unredeemed portion of any Security being redeemed in partdepositary.
Appears in 2 contracts
Samples: Indenture (BlackRock Funding, Inc. /DE), BlackRock Inc.
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office or agency of the Trustee Company maintained pursuant to Section 10.02 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall shall, subject to the provisions of Section 2.05, provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to the provisions of Section 2.05, upon surrender for registration of transfer of any definitive Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new definitive Securities of the same series of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At Subject to the provisions of Section 2.05, at the option of the Holder, definitive Securities of any series may be exchanged for other definitive Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the definitive Securities to be exchanged at such office or agency. Whenever any definitive Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the definitive Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transferrelation thereto. The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Security series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of that series under Section 1104 11.03 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.
Appears in 2 contracts
Samples: Ford Motor Co, Ford Motor Co
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee or an agent thereof or of the Company shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 307, 308, 906 or Article Eleven, Article Fourteen or Article Fifteen not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business (i) 15 days before the date of selection of Securities to be redeemed for redemption under Section 1104 (which date of selection is the date on which the Company issued a notice of redemption) and ending at the close of business on the day of such mailing of the relevant notice of redemption, selection or (ii) 15 days before an Interest Payment Date and ending on the close of business on the Interest Payment Date, (b) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in partpart or (c) to exchange or register a transfer of any Securities surrendered for conversion or, if a portion of any Security is surrendered for conversion, the portion thereof surrendered for conversion. Every Restricted Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Security pursuant to Section 202(a), and the restrictions set forth in this Section 306, and the Holder of each Restricted Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 306 upon the transferability of any particular Restricted Security shall cease and terminate on (a) the later of two years from their date of issuance or two years after the last date on which the Company or any Affiliate of the Company was the owner of such Restricted Security (or any predecessor of such Restricted Security) or (b) (if earlier) if and when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 or under the Securities Act (or any successor provision), unless the Holder thereof is an affiliate of the Company within the meaning of Rule 144 (or such successor provisions). Any Restricted Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for exchange to the Security Registrar in accordance with the provision of this Section 306 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Restricted Security has been made in compliance with Rule 144 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Restricted Securities Legend. The Company shall inform the Trustee of the effective date of any Registration Statement registering the Securities under the Securities Act no later than two Business Days after such effective date. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202(a).
Appears in 2 contracts
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to the prior written consent of the Bermuda Monetary Authority, to the extent required by applicable law, upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for such series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of like tenor and principal amount. The Trustee shall not be required to confirm that the written consent of the Bermuda Monetary Authority has been granted prior to authenticating a like aggregate principal amount and like termsnew Security. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate tenor and principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his such Holder’s attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, Section 906, Section 1107 or Section 1405 not involving any transfer. The If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (iA) to issue, register the transfer of or exchange any Security Securities of such series (or of such series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The provisions of clauses (1), (2), (3) and (4) of this paragraph shall apply only to Global Securities:
Appears in 2 contracts
Samples: Indenture (Marvell Technology Group LTD), Marvell Technology Group LTD
Registration, Registration of Transfer and Exchange. The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, Securities of the Securities same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities for Series B Securities shall occur until a Registration Statement shall have been declared effective by the Commission pursuant to the terms of the Registration Rights Agreement and otherwise in accordance with the provisions thereof. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1015 or 1108 not involving any transfer. The Neither the Company nor the Trustee shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Article Three, and the Holder of each Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office Finance Department of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange -------- of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer 304, 906, 1012, 1013 or exchange of Securities, other than exchanges 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor compliance with Federal or State securities laws other than to collect the certificates required herein.
Appears in 1 contract
Samples: Breed Technologies Inc
Registration, Registration of Transfer and Exchange. The Company Issuers shall cause to be kept at the Corporate Trust Office office of the Trustee [__________] a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 7.2 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall provide for the registration of Securities and of transfers of Securities. The Security Register [___________] shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company Issuers designated pursuant to Section 10027.2, the Company Issuers shall execute, and the Trustee Rights Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities CVR Certificates representing the same aggregate number of any authorized denomination CVRs represented by the CVR Certificate so surrendered that are to be transferred and the Issuers shall execute and the Rights Agent shall authenticate and deliver, in the name of the transferor, one or denominations more new CVR Certificates representing the aggregate number of a like aggregate principal amount and like termsCVRs represented by such CVR Certificate that are not to be transferred. At the option of the Holder, Securities CVR Certificates may be exchanged for other Securities CVR Certificates that represent in the aggregate the same number of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of CVRs as the Securities to be exchanged CVR Certificates surrendered at such office or agency. Whenever any Securities CVR Certificates are so surrendered for exchange, the Company Issuers shall execute, and the Trustee Rights Agent shall authenticate and deliver, the Securities CVR Certificates which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuers, evidencing the same debtrights, and entitled to the same benefits under this IndentureAgreement, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange ex change shall (if so required by the Company Issuers or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form reasonably satisfactory to the Company Issuers and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4 or 6.6 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Contingent Value Rights Agreement (Alamosa Delaware Inc)
Registration, Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other each office or agency designated pursuant to be maintained for the purpose as provided in Section 1002 being herein sometimes 3.2 hereof a register or registers (collectively referred to as the "Security Securities Register") in which, subject to such reasonable regulations as it may prescribe, it will register or cause to be registered, and will register or cause to be registered the Company shall provide for the registration of transfer of, Securities and of transfers of Securities. The Security Register shall be as in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trusteethis Article provided. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. If at any time the Trustee shall not be serving as Security Registrar, at all reasonable times such Securities Register shall be open for inspection by the Trustee. Upon surrender due presentation for registration of transfer of any Security at the each such office or agency of the Company designated pursuant to Section 1002agency, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Security or more new Securities of any in authorized denomination or denominations of for a like aggregate principal amount and like termsamount. At the option of the Holder, Any Security or Securities may be exchanged for a Security or Securities in other Securities of any authorized denomination and of a like denominations, in an equal aggregate principal amount and like terms, upon surrender of the amount. Securities to be exchanged shall be surrendered at such each office or agency. Whenever any Securities are so surrendered agency to be maintained by the Issuer for exchangethe purpose as provided in Section 3.2 hereof, and the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or its attorney duly authorized in writing. The Issuer or Trustee shall not be required to exchange or register a transfer of (a) any Securities for a period of 15 days next preceding the first mailing of notice of redemption of Securities to be redeemed or (b) any Securities selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Registration, Registration of Transfer and Exchange. The From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company shall cause to be kept at the Corporate Trust Office office of the Trustee Rights Agent designated for such purpose a register Rights Register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the a "Security Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Right Certificates and of transfers of SecuritiesRights. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee Rights Agent is hereby initially appointed as security the registrar and transfer agent (the "Security Rights Registrar") for the purpose of registering Securities Right Certificates and transfers of Securities Rights as herein providedprovided and the Rights Agent agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be designated as Rights Registrar hereunder. Upon surrender to the Rights Agent for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002Right Certificate, the Company shall execute, and the Trustee Rights Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of Right Certificates evidencing a like aggregate principal amount and like termsnumber of Rights. At the option of the Holderholder, Securities Right Certificates may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, Right Certificates upon surrender of the Securities Right Certificates to be exchanged at such office or agencyto the Rights Agent. Whenever any Securities Right Certificates are so surrendered for exchange, the Company shall execute, and the Trustee Rights Agent shall authenticate and deliver, the Securities Right Certificates which the Holder holder making the exchange is entitled to receive. All Securities Right Certificates issued upon any registration of transfer or exchange of Securities Right Certificates shall be the valid obligations of the Company, evidencing the same debtRights, and entitled to the same benefits under this IndentureAgreement, as the Securities Right Certificates surrendered upon such registration of transfer or exchange. Every Security Right Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarRights Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRights Registrar duly executed, duly executed by the Holder holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesRight Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesRight Certificates, other than exchanges not involving any transfer. The Neither the Rights Agent nor the Company shall not be required (i) obligated to issue, register take any action whatsoever with respect to the transfer of or exchange any Security during a period beginning at such surrendered Rights Certificate until the opening registered holder shall have properly completed and signed the certificate contained in the form of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business assignment on the day reverse side of such mailing Rights Certificate. The Rights Agent shall have no duty or obligation under this Section 6 or any other similar provision of this Agreement unless and until it is satisfied that all such taxes and/or governmental charges have been paid in full. The provisions of this Section 6 shall be subject to the relevant notice provisions of redemptionSection 4(d), or (iiSection 8(e) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partand Section 15.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company Purchase Contract Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Purchase Contract Agent shall provide for the registration of Securities Certificates and of transfers of SecuritiesCertificates (the Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Register Registrar shall be in written form or any other form capable record separately the registration and transfer of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Certificates evidencing Corporate Units and transfers of Securities as herein providedTreasury Units. Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Certificates of any authorized denomination or denominations denominations, of like tenor, and evidencing a like aggregate principal amount and like termsnumber of Corporate Units or Treasury Units, as the case may be. At the option of the Holder, Securities Certificates may be exchanged for other Securities Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Corporate Units or Treasury Units, as the case may be, upon surrender of the Securities Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Certificates which the Holder making the exchange is entitled to receive. All Securities Certificates issued upon any registration of transfer or exchange of Securities a Certificate shall be evidence the valid obligations ownership of the Companysame number of Corporate Units or Treasury Units, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations under this IndentureAgreement as the Corporate Units or Treasury Units, as the Securities case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarPurchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarPurchase Contract Agent, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Certificate, but the Company and the Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCertificates, other than any exchanges pursuant to Section 3.6 and Section 8.5 not involving any transfer. The Notwithstanding the foregoing, the Company shall will not be required (i) obligated to issueexecute and deliver to the Purchase Contract Agent, register and the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to Purchase Contract Agent will not be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.obligated to
Appears in 1 contract
Samples: Purchase Contract Agreement (Florida Power & Light Co)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers and exchange of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, and the Security Registrar shall register, if the requirements, of such transfer are met, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsat maturity. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsat maturity (including an exchange of Initial Securities for Exchange Securities), upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, and the Security Registrar shall register, the Securities which the Holder making the exchange is entitled to receive, provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission (confirmed in an Officer's Certificate) and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1010, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may appoint one or more co-registrars. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations denominations, of a like aggregate principal amount and like termsAccreted Value. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsAccreted Value, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 906, 1013, 1015 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Notwithstanding the foregoing, any Global Security shall be exchangeable pursuant to this Section 305 for Securities registered in the names of Persons other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934 at a time when such Depositary is required to be so registered in order to act as Depositary, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so exchangeable or (iii) there shall have occurred and be continuing a Default or an Event of Default with respect to the Securities. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as such Depositary shall direct. Notwithstanding any other provision of this Section 305, unless and until it is exchanged in whole or in part for the individual Securities represented thereby, a Global Security representing all or a portion of the Securities shall not be transferred except as a whole by the Depositary to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities evidenced in whole or in part by a Global Security, the Depositary may not sell, assign, transfer or otherwise convey any beneficial interest in a Global Security evidencing all or part of the Securities or such series unless such beneficial interest is in an amount equal to an authorized denomination for Securities of such series. Upon the exchange of a Global Security for individual Securities, such Global Security shall be cancelled by the Trustee. Individual Securities issued in exchange for a Global Security pursuant to this Section 305 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. The Trustee and the Company shall not have any liability for the accuracy of the instructions received from the Depository. The Trustee shall deliver such Securities to the Persons in whose names such Securities are so registered. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in the Depositary, any Person claiming a beneficial ownership interest in the Securities under or through the Depositary or any such participant, or any other Person which is not shown on the Security Register as being a Holder with respect to (1) the Securities; (2) the accuracy of any records maintained by the Depositary or any such participant; (3) the payment by the Depositary or any such participant of any amount in respect of the Accreted Value of or premium or interest on the Securities; (4) any notice which is permitted or required to be given to Holders of Securities under this Indenture; (5) the selection by the Depositary or any such participant of any Person to receive payment in the event of a partial redemption of the Securities; or (6) any consent given or other action taken by the Depositary as Holder of Securities.
Appears in 1 contract
Samples: Loehmanns Holdings Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee Purchase Contract Agent is hereby initially appointed as security registrar Security Registrar (the "“Security Registrar"”) for the purpose of registering registration of Securities and transfers of Securities as herein providedprovided herein. The Security Registrar shall record separately the registration and transfer of the Securities evidencing Units and Purchase Contracts. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations denominations, of like tenor, and evidencing a like aggregate principal amount and like termsnumber of Units or Purchase Contracts, as the case may be. At the option of the Holder, Securities may be exchanged for other Securities Securities, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Units or Purchase Contracts, as the case may be, upon surrender of the Securities to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities are so surrendered for exchange, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities a Security shall be evidence the valid obligations ownership of the Companysame number of Units or Purchase Contracts, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations, under this IndentureAgreement as the Units or Purchase Contracts, as the Securities case may be, evidenced by the Security surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarPurchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Purchase Contract Agent duly executed by the Holder thereof thereof, or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security, but the Company may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than any exchanges pursuant to Section 3.06 and Section 9.05 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required (i) obligated to issueexecute and deliver to the Purchase Contract Agent, register and the transfer Purchase Contract Agent shall not be obligated to authenticate, execute on behalf of the Holder or exchange deliver any Security during a period beginning in exchange for any other Security presented or surrendered for registration of transfer or for exchange on or after the Business Day immediately preceding the earliest of the Mandatory Settlement Date, any Early Settlement Date with respect to an Early Settlement for such Security or any Early Mandatory Settlement Date with respect to an Early Mandatory Settlement at the opening Company’s Election or any Fundamental Change Early Settlement Date with respect to an Early Settlement Upon A Fundamental Change for such Security. In lieu of business 15 days before delivery of a new Security, upon satisfaction of the selection applicable conditions specified above in this Section and receipt of Securities appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall, if the Mandatory Settlement Date, any Early Settlement Date with respect to be redeemed under Section 1104 and ending an Early Settlement for such Security or any Early Mandatory Settlement Date with respect to an Early Settlement at the close Company’s Election has occurred, deliver the shares of business on the day of such mailing Common Stock deliverable in respect of the relevant notice Purchase Contracts evidenced by such other Security (together, where applicable, with the Separate Amortizing Note, in the case of redemption, or (ii) to register the transfer of or exchange any a Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partthat is a Unit).
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee or an agent thereof or of the Company shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1014 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business (i) 15 days before the date of selection of Securities to be redeemed for redemption under Section 1104 and ending at the close of business on the day of such mailing selection or (ii) 15 days before an Interest Payment Date and ending on the close of business on the relevant notice of redemptionInterest Payment Date, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Restricted Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Security pursuant to Section 202(a), and the restrictions set forth in this Section 306, and the Holder of each Restricted Security, by such Holder’s acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Any Restricted Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for exchange to the Security Registrar in accordance with the provision of this Section 306 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Restricted Security has been made in compliance with Rule 144 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Restricted Securities Legend. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 306, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202(a).
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office an office or agency of the Trustee Company in The City of New York a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Debentures and of transfers transfer of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeDebentures. The Trustee is hereby initially appointed as security registrar (the initial "Security Registrar") " for the purpose of registering Securities Debentures and transfers of Securities Debentures as herein providedprovided and its corporate trust office which, at the date hereof, is located at ____________________, New York, New York _____ as the initial office or agency in The City of New York where the Security Register will be maintained. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. Upon surrender for registration of transfer of any Security Debenture at the office or agency of the Company designated maintained pursuant to Section 100210.2 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Debentures, of any authorized denomination or denominations and of a like aggregate principal amount and like termstenor. At the option of the Holder, Securities Debentures (except a Global Debenture) may be exchanged for other Securities Debentures, of any authorized denomination denominations and of a like aggregate principal amount and like termstenor, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer. The Company shall not be required (i1) to issue, register the transfer of or exchange any Security Debentures during a period beginning at the opening of business 15 days before the selection day of Securities to be redeemed the mailing of a notice of redemption of Debentures selected for redemption under Section 1104 11.3 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (ii2) to register the transfer of or exchange any Security Debenture so selected for redemption in whole or in part, except the unredeemed portion of any Security Debenture being redeemed in part. Each Global Debenture authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Debenture or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Debenture shall constitute a single Debenture for all purposes of this Indenture. Any exchange of a Global Debenture for other Debentures may be made in whole or in part, and all Debentures issued in exchange for a Global Debenture or any portion thereof shall be registered in such names as the Depositary for such Global Debenture shall direct. If at any time the Depositary for the Debentures notifies the Company that it is unwilling or unable to continue as Depositary for the Debentures or if at any time the Depositary for the Debentures shall no longer be qualified to serve as the Depositary, the Company shall appoint a successor Depositary with respect to the Debentures. If a successor Depositary for the Debentures is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debentures, will authenticate and deliver Debentures of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Debenture or Debentures in exchange for such Global Debenture or Debentures. The Company may at any time and in its sole discretion determine that Debentures issued in the form of one or more Global Debentures shall no longer be represented by such Global Debentures. In such event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Debentures, will authenticate and deliver Debentures of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Debenture or Debentures in exchange for such Global Debenture or Debentures. Notwithstanding any other provision in this Indenture, no Global Debenture may be transferred to, or registered or exchanged for Debentures registered in the name of, any Person other than the Depositary for such Global Debenture or any nominee thereof, and no such transfer may be registered, unless (1) such Depositary (A) notifies the Company that it is unwilling or unable to continue as Depositary for such Global Debenture or (B) ceases to be qualified to serve as Depositary, (2) the Company executes and delivers to the Trustee a Company Order that such Global Debenture shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (3) there shall have occurred and be continuing an Event of Default. Notwithstanding any other provision in this Indenture, a Global Debenture to which the restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Debentures registered only in the name or names of, such Person or Persons as the Depositary for such Global Debenture shall have directed and no transfer thereof other than such a transfer may be registered. Every Debenture authenticated and delivered upon registration of transfer, or in exchange for or in lieu, of a Global Debenture to which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Sections 3.4, 3.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Debenture unless such Debenture is registered in the name of a Person other than the Depositary for such Global Debenture or a nominee thereof.
Appears in 1 contract
Samples: Amcv Capital Trust I
Registration, Registration of Transfer and Exchange. The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Bond Register") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Securities Bonds and the registration of transfers of SecuritiesBonds. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Indenture Trustee is hereby initially appointed as security registrar (the "Security Bond Registrar") " for the purpose of registering Securities Bonds and transfers of Securities Bonds as herein provided. The Indenture Trustee shall remain the Bond Registrar throughout the term hereof. Upon any resignation of the Indenture Trustee, the Issuer shall promptly appoint a successor, with the approval of the Bond Insurer, or, in the absence of such appointment, shall assume the duties of Bond Registrar. Upon surrender for registration of transfer of any Security Bond at the office or agency of the Company designated pursuant Issuer to be maintained as provided in Section 10023.02, the Company Owner Trustee on behalf of the Issuer, shall execute, and the Trustee Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Bonds of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities Bonds may be exchanged for other Securities Bonds of any authorized denomination denominations, and of a like aggregate initial principal amount and like termsamount, upon surrender of the Securities Bonds to be exchanged at such office or agency. Whenever any Securities Bonds are so surrendered for exchange, the Company Owner Trustee shall execute, and the Trustee Authenticating Agent shall authenticate and deliver, the Securities which Bonds that the Holder Bondholder making the exchange is entitled to receive. All Securities Bonds issued upon any registration of transfer or exchange of Securities Bonds shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Bonds surrendered upon such registration of transfer or exchange. Every Security Bond presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Bond Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesBonds, but the Company Issuer and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of SecuritiesBonds, other than exchanges pursuant to Section 2.07 not involving any transfer. The Company shall not be required (i) to issue, register transfer or any exchange made by the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partBond Insurer.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsat maturity. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsat maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1009, 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Level 3 Communications Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office or agency of the Trustee Company maintained pursuant to Section 10.02 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall shall, subject to the provisions of Section 2.05, provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to the provisions of Section 2.05, upon surrender for registration of transfer of any definitive Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new definitive Securities of the same series of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At Subject to the provisions of Section 2.05, at the option of the Holder, definitive Securities of any series may be exchanged for other definitive Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the definitive Securities to be exchanged at such office or agency. Whenever any definitive Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the definitive Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. 35 No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transferrelation thereto. The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Security series during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of Securities to be redeemed of that series under Section 1104 11.04 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.
Appears in 1 contract
Samples: Ford Motor Co Capital Trust I
Registration, Registration of Transfer and Exchange. The Company Issuer shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Bond Register") in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Securities Bonds and the registration of transfers of SecuritiesBonds. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Indenture Trustee is hereby initially appointed as security registrar (the "Security Bond Registrar") " for the purpose of registering Securities Bonds and transfers of Securities Bonds as herein provided. The Indenture Trustee shall remain the Bond Registrar throughout the term hereof. Upon any resignation of the Indenture Trustee, the Issuer shall promptly appoint a successor, with the approval of the Bond Insurer, or, in the absence of such appointment, the Issuer shall assume the duties of Bond Registrar. Upon surrender for registration of transfer of any Security Bond at the office or agency of the Company designated pursuant Bond Registrar to be maintained as provided in Section 10023.02, the Company Owner Trustee on behalf of the Issuer, shall execute, and the Trustee Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Bonds of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities Bonds may be exchanged for other Securities Bonds of any authorized denomination denominations, and of a like aggregate initial principal amount and like termsamount, upon surrender of the Securities Bonds to be exchanged at such office or agency. Whenever any Securities Bonds are so surrendered for exchange, the Company Owner Trustee shall execute, and the Trustee Authenticating Agent shall authenticate and deliver, the Securities which Bonds that the Holder Bondholder making the exchange is entitled to receive. All Securities Bonds issued upon any registration of transfer or exchange of Securities Bonds shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Bonds surrendered upon such registration of transfer or exchange. Every Security Bond presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Bond Registrar duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesBonds, but the Company Issuer and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partBonds.
Appears in 1 contract
Samples: Indenture (American Residential Eagle Bond Trust 1992-2)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register at one of its offices or agencies maintained in such office and in any other office or agency designated pursuant to Section 1002 being (herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities and the registration of transfers of Securities. At all reasonable times the Security Register shall be open for inspection by the Trustee. The Security Register shall be in written form kept at the said office or any other form capable of being converted into written form within a reasonable time. At all reasonable timesagency, the Security Register shall be open to inspection by the Trustee. The Trustee and said office or agency is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. If the Security Registrar shall not be the Authenticating Agent in respect of any Series, the Company shall promptly notify the Security Registrar as to the amounts and terms of each Security of such Series which shall be authenticated and delivered hereunder, and as to the names in which such Securities shall be registered. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002provided for that purpose, the Company shall execute, and the Trustee Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations the same Issue and Stated Maturity of a like aggregate principal amount and like terms. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receiveamount. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.sufficient
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.which
Appears in 1 contract
Samples: Safety Kleen Corp/
Registration, Registration of Transfer and Exchange. The Company shall keep at its principal office, or shall cause to be kept kept, at the Corporate Trust Office one of the Trustee offices or agencies maintained pursuant to Section 10.2 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Debenture Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Debentures and of transfers of SecuritiesDebentures. The Security Debenture Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register such register shall be open to for inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Debenture Registrar") " for the purpose of registering Securities Debentures and transfers of Securities Debentures as herein provided. Upon surrender for registration of transfer of any Security Debenture at the an office or agency of the Company designated pursuant to Section 100210.2 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Debentures of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities Debentures may be exchanged for other Securities Debentures of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the Securities Debentures to be exchanged at such office or agency. Whenever any Securities Debentures are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Debentures which the Holder making the exchange is entitled to receive. All Securities Debentures issued upon any registration of transfer or exchange of Securities Debentures shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Debentures surrendered upon such registration of transfer or exchange. Every Security Debenture presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarDebenture Registrar duly executed, duly executed by the Holder thereof or his such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesDebentures, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesDebentures, other than exchanges pursuant to Section 3.4, 9.6 or 11.8 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security Debenture during a period beginning at the opening of business 15 days before the selection day of Securities to be redeemed the mailing of a notice of redemption of Debentures selected for redemption under Section 1104 11.4 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (ii) to register the transfer of or exchange of any Security Debenture so selected for redemption or surrendered for conversion in whole or in part, except the unredeemed or unconverted portion of any Security Debenture being redeemed or converted in part.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee or an agent thereof or of the Company shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 307, 308, 906 or ARTICLE FOURTEEN not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 an Interest Payment Date and ending at on the close of business on the day of such mailing of the relevant notice of redemptionInterest Payment Date, or (iib) to exchange or register the a transfer of or exchange any Security so selected Securities surrendered for redemption in whole or in partconversion or, except the unredeemed if a portion of any Security being redeemed is surrendered for conversion, the portion thereof surrendered for conversion. Every Restricted Security shall be subject to the restrictions on transfer provided in partthe legend required to be set forth on the face of each Restricted Security pursuant to Section 202(a), and the restrictions set forth in this Section 306, and the Holder of each Restricted Security, by such Holder’s acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 306 upon the transferability of any particular Restricted Security shall cease and terminate on (a) the later of two years from their date of issuance or two years after the last date on which the Company or any Affiliate of the Company was the owner of such Restricted Security (or any predecessor of such Restricted Security) or (b) (if earlier) if and when such Restricted Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 or under the Securities Act (or any successor provision), unless the Holder thereof is an affiliate of the Company within the meaning of Rule 144 (or such successor provisions). Any Restricted Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for exchange to the Security Registrar in accordance with the provision of this Section 306 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Restricted Security has been made in compliance with Rule 144 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Restricted Securities Legend. The Company shall inform the Trustee of the effective date of any Registration Statement registering the Securities under the Securities Act no later than two Business Days after such effective date. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 306, Section 304, 308, 906 or otherwise, shall also be a Global Security and bear the legend specified in Section 202(a).
Appears in 1 contract
Samples: New Century Financial Corp
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 10.02 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security “Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company shall have the right to remove and replace from time to time the Registrar; provided, that, no such removal or replacement shall be effective until a successor Registrar with respect to such Securities shall have been appointed by the Company and shall have accepted such appointment by the Company. In the event that the Trustee shall not be or shall cease to be the Registrar with respect to the Securities, it shall have the right to examine the Security Register at any reasonable times. There shall be the one Security Register for such Securities. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 100210.02, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Securities, which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission or receipts for a Canadian Final Prospectus have been issued by the Canadian Securities Commissions in each of the Relevant Provinces, as applicable, and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. Whenever any Securities are so surrendered for exchange, the Company shall execute and the Trustee shall authenticate and deliver, the Securities which the Holder making the election is entitled to receive. Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 2.01, any permanent global Security shall be exchangeable only as provided in this paragraph and the immediately following paragraph. If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as contemplated by Section 3.01 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security, executed by the Company. On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by DTC or such other depository as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged, which shall be in the form of definitive Securities, provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption. If a Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any special date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture. Upon the exchange of a global Security for Securities in definitive registered form, such global Securities shall be cancelled by the Trustee. Securities issued in exchange for a global Security pursuant to this Section shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Securities to the person in whose name such Securities are so registered. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06, 10.12, 10.13 or 11.08 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 11.04 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor Federal or State securities laws.
Appears in 1 contract
Samples: Indenture (Baytex Energy LTD)
Registration, Registration of Transfer and Exchange. The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, Securities of the Securities same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities for Series B Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Series A Securities exchanged for the Series B Securities shall be canceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202.
Appears in 1 contract
Samples: Indenture (Sonic Automotive Inc)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or Company shall, prior to the issuance of any other form capable of being converted into written form within a reasonable time. At all reasonable timesSecurities hereunder, appoint the Security Register shall be open to inspection by Trustee as the Trustee. The Trustee is hereby initially appointed as security registrar (the "initial “Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register shall be available for inspection by the Trustee. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated maintained pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termstenor. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termstenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 1107 not involving any transfer. The Neither the Trustee nor the Company shall not be required (ia) to issue, register the transfer of or exchange Securities of any Security series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of mailing of a notice of redemption of Securities to be redeemed of that series selected for redemption under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provision in this Indenture and except as otherwise specified as contemplated by Section 301, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary shall direct.
Appears in 1 contract
Samples: CenterState Bank Corp
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 10.02 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 100210.02, the Company and the Guarantors shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities having duly executed Guarantees endorsed thereon of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities and Guarantees issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.08 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 11.04 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor Federal or State securities laws other than to collect the certificates required herein.
Appears in 1 contract
Samples: Indenture (Amvescap PLC/London/)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 10.02 in a Place of Payment a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of registration of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termsStated Maturity. At the option of the Holder, Securities of any series (except a Security in global form) may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsStated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities Each Security issued upon any registration of transfer or exchange of Securities in global form authenticated under this Indenture shall be registered in the valid obligations name of the Company, evidencing the same debtDepositary designated for such series or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and entitled each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or defaults in the performance of its duties as Depositary or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03, the Company shall appoint a successor Depositary with respect to the same benefits under this Indenture, as Securities of such series. If a successor Depositary for the Securities surrendered upon of such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s selection pursuant to Section 3.01(17) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar) or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be duly endorsedrepresented by such a Security or Securities in global form. In such event the Company shall execute, or be accompanied by and the Trustee, upon receipt of a written instrument Company Order for the authentication and delivery of transfercertificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form satisfactory in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and the Security Registrarsuch Depositary. Thereupon, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiesshall execute, other than exchanges not involving any transfer. The Company and the Trustee shall not be required (i) to issueauthenticate and deliver, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.without service charge,
Appears in 1 contract
Registration, Registration of Transfer and Exchange. (1) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers of Registered Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided. Upon Such Security Register shall distinguish between (i) Original Securities and Add On Notes and (ii) Exchange Securities. Except as otherwise provided in this Section 3.05(1), upon surrender for registration of transfer of any a Registered Security at the office or agency in a Place of the Company designated pursuant to Section 1002Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Registered Securities, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At Subject to Section 3.05(2), at the option of the Holder, Registered Securities may be exchanged for other Securities Registered Securities, of any authorized denomination denominations and of a like tenor and aggregate principal amount and like terms, upon surrender of the Registered Securities to be exchanged at such office or agency. Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. In the event that the Company delivers to the Trustee a copy of a Directors’ Certificate certifying that a registration statement under the Securities Act with respect to an Exchange Offer has been declared effective by the Commission and that the Company has offered Exchange Securities to the Holders in accordance with the Exchange Offer, the Trustee shall exchange, upon request of any Holder, such Holder’s Securities for Exchange Securities upon the terms set forth in the Exchange Offer. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 3.04, 9.06 or 11.07 not involving any transfer. Notwithstanding any other provision of this Indenture, the Trustee, Security Registrar or transfer agent for the Securities shall not be required to accept for registration of transfer of any Securities, except upon presentation of evidence satisfactory to the Company and the Trustee, Security Registrar or transfer agent that the transfer restrictions set forth herein have been complied with. The Company shall not be required (i) to issue, register the transfer of or exchange any Security Registered Securities during a period beginning at the opening of business 15 days before the any selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, redemption or (ii) to register the transfer of or exchange any Registered Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The provisions of Clauses (a), (b), (c) and (d) below shall apply only to Global Registered Securities:
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Equity-Linked Securities and of transfers of Equity-Linked Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee Purchase Contract Agent is hereby initially appointed as security registrar Security Registrar (the "“Security Registrar"”) for the purpose of registering registration of Equity-Linked Securities and transfers of Equity-Linked Securities as herein providedprovided herein. The Security Registrar shall record separately the registration and transfer of the Equity-Linked Securities evidencing Units and Separate Purchase Contracts. Upon surrender for registration of transfer of any Equity-Linked Security at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Purchase Contract Agent and Trustee, and the Purchase Contract Agent and Trustee shall authenticate on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Equity-Linked Securities of any authorized denomination or denominations denominations, of like tenor, and evidencing a like aggregate principal amount and like termsnumber of Units or Separate Purchase Contracts, as the case may be. At the option of the Holder, Equity-Linked Securities may be exchanged for other Equity-Linked Securities of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Units or Separate Purchase Contracts, as the case may be, upon surrender of the Equity-Linked Securities to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Equity-Linked Securities are so surrendered for exchange, the Company shall executeexecute and deliver to the Purchase Contract Agent and Trustee, and the Purchase Contract Agent and, in the case of Units, Trustee shall authenticate on behalf of the Holder, and deliver, deliver the Equity-Linked Securities which the Holder making the exchange is entitled to receive. All Equity-Linked Securities issued upon any registration of transfer or exchange of Securities an Equity-Linked Security shall be evidence the valid obligations ownership of the Companysame number of Units or Separate Purchase Contracts, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations, under this IndenturePurchase Contract Agreement as the Units or Separate Purchase Contracts, as the Securities case may be, evidenced by the Equity-Linked Security surrendered upon such registration of transfer or exchange. Every Equity-Linked Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarPurchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, Purchase Contract Agent duly executed by the Holder thereof thereof, or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesan Equity-Linked Security, but the Company may require payment from the Holder of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Equity-Linked Securities, other than any exchanges pursuant to Section 3.09 and Section 8.05 not involving any transfer. The Notwithstanding anything to the contrary in the foregoing, the Company shall not be required (i) obligated to issueexecute and deliver to the Purchase Contract Agent, register and the Purchase Contract Agent and, in the case of Units, the Trustee, shall not be obligated to authenticate on behalf of the Holder or deliver any Equity-Linked Security in exchange for any other Equity-Linked Security presented or surrendered for registration of transfer or for exchange on or after the Close of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business Business on the day Business Day immediately preceding the Settlement Date with respect to such Equity-Linked Security. In lieu of such mailing delivery of a new Equity-Linked Security, upon satisfaction of the relevant notice applicable conditions specified above in this Section and receipt of redemptionappropriate registration or transfer instructions from such Holder, or the Purchase Contract Agent shall, if a Settlement Date with respect to such Equity-Linked Security has occurred, deliver the shares of Common Stock deliverable in respect of the Purchase Contracts evidenced by such Equity-Linked Security (ii) together with Separate Notes equal to register the transfer of or exchange any number of, and in the same form as, the Notes evidenced by such Equity-Linked Security so selected for redemption in whole or in partif such Equity-Linked Security is a Unit and if the Repurchase Right is not applicable or, except the unredeemed portion of any Security being redeemed in partif applicable, not exercised).
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1012, 1013 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor Federal or State securities laws other than to collect the certificates required herein.
Appears in 1 contract
Samples: Indenture (CFP Holdings Inc)
Registration, Registration of Transfer and Exchange. For the sole benefit of the Holders of the Notes, the first paragraph of Section 3.05 of the Base Indenture shall not apply, but the following paragraph shall apply in its place: The Company shall cause to be kept at the Corporate Trust Office office of the Trustee Security Registrar designated pursuant to this Section 3.05 or Section 10.02 a register (being the combined register maintained in such office of the Security Registrar and in any other office or agency designated pursuant to Section 1002 being Co-Security Registrars and herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Notes and of for transfers of SecuritiesNotes. The Security Register Company shall maintain a Paying Agent where Notes may be in written form presented for purchase or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trusteepayment. The Trustee is hereby initially appointed as security registrar Company shall maintain an office or agency where Notes may be presented for conversion ("Conversion Agent"). The Company shall also appoint a bid solicitation agent (the "Security RegistrarBid Solicitation Agent") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated to act pursuant to Section 1002, the 2.02(e) of this First Supplemental Indenture when necessary. The Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee may have one or transfereesmore co-registrars, one or more new Securities of additional paying agents and one or more additional conversion agents. The term Paying Agent includes any authorized denomination or denominations of a like aggregate principal amount and like termsadditional paying agent. At the option of the Holder, Securities may be exchanged for other Securities of The term Conversion Agent includes any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transferadditional conversion agent. The Company shall not be required (i) to issue, register the transfer of or exchange enter into an appropriate agency agreement with any Security during a period beginning at Registrar or Co-Security Registrar, Paying Agent, Conversion Agent or Bid Solicitation Agent (other than the opening Trustee). The agreement shall implement the provisions of business 15 days before this Indenture that relate to such agent. The Company shall notify the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Trustee in writing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion name and address of any such agent. If the Company fails to maintain a Security being redeemed Registrar, Paying Agent, Conversion Agent or when necessary a Bid Solicitation Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 6.07 hereof. The Company or any Subsidiary or an Affiliate of either of them may act as Paying Agent, Security Registrar, Conversion Agent or Co-Security Registrar. None of the Company or any Subsidiary or any Affiliate of the Company or any Subsidiary may act as Bid Solicitation Agent. The Company initially appoints the Trustee as Security Registrar, Conversion Agent and Paying Agent in partconnection with the Notes.
Appears in 1 contract
Samples: Roper Industries Inc /De/
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change any Security Registrar without notice to any Holder. The Company or any of its Subsidiaries may act as Security Registrar. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid valid, legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (iA) to issue, register the transfer of or exchange any Security Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of the sending of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemptionsending, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The provisions of Clauses (1), (2), (3), (4), (5), (6), (7) and (8) below shall apply only to Global Securities:
Appears in 1 contract
Samples: Indenture (Hp Inc)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form Securities entitled to registration or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trusteetransfer as provided herein. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace the Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any such change. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated maintained pursuant to Section 10021002 for such purpose for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer. The If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (iA) to issue, register the transfer of or exchange any Security Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 1103 and ending at the close of business on the day date of such mailing of the relevant notice of redemptionmailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Notes and of transfers of SecuritiesNotes. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Notes and transfers of Securities Notes as herein provided. Upon surrender for registration of transfer of any Security Note at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Notes of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities Notes may be exchanged for other Securities Notes of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities Notes to be exchanged at such office or agency. Whenever any Securities Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities Notes which the Holder making the exchange is entitled to receive. All Securities Notes issued upon any registration of transfer or exchange of Securities Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities Notes surrendered upon such registration of transfer or exchange. Every Security Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesNotes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesNotes, other than exchanges pursuant to Section 304, 906, 1010, 1017, 1018 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security Note during a period beginning at the opening of business 15 days before the selection of Securities Notes to be redeemed under Section 1010, 1017, 1018 or 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security Note so selected for redemption in whole or in part, except the unredeemed portion of any Security Note being redeemed in part.
Appears in 1 contract
Samples: Louisiana Casino Cruises Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee or an agent thereof or of the Company shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in the Securities shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities of the same series which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange or redemption shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304, 305, 306, 307, 308, 906, 1012, 1014 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business (i) 15 days before the date of selection of Securities to be redeemed for redemption under Section 1104 and ending at the close of business on the day of such mailing selection or (ii) 15 days before an Interest Payment Date and ending on the close of business on the relevant notice of redemptionInterest Payment Date, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Restricted Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Security pursuant to Section 202, and the restrictions set forth in this Section 306, and the Holder of each Restricted Security, by such Holder’s acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Any Restricted Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Security for exchange to the Security Registrar in accordance with the provision of this Section 306 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Restricted Security has been made in compliance with Rule 144 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Restricted Securities Legend. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 306, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202(a).
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1007 or 1019 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Valujet Inc
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Sections 3.06 and 8.05 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice Purchase Contracts forming a part of redemptionthe Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount or liquidation amount, as the case may be, of or exchange any the Pledged Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or Company shall, prior to the issuance of any other form capable of being converted into written form within a reasonable time. At all reasonable timesSecurities hereunder, appoint the Security Register shall be open to inspection by Trustee as the Trustee. The Trustee is hereby initially appointed as security registrar (the "initial “Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may at any time replace such Security Registrar, change such office or agency or act as its own Security Registrar. The Company will give prompt written notice to the Trustee of any change of the Security Registrar or of the location of such office or agency. At all reasonable times the Security Register shall be available for inspection by the Trustee. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated maintained pursuant to Section 100210.02 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termstenor. At the option of the Holder, Securities of any series (except a Global Security) may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termstenor, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.04 or 11.07 not involving any transfer. The Neither the Trustee nor the Company shall not be required (ia) to issue, register the transfer of or exchange Securities of any Security series (or of any series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of mailing of a notice of redemption of Securities to be redeemed of that series selected for redemption under Section 1104 11.03 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding any other provision in this Indenture and except as otherwise specified as contemplated by Section 3.01, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depositary for such Global Security or any nominee thereof, and no such transfer may be registered, except as provided in this paragraph. Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Security shall be a Global Security, except as provided in this paragraph. If (1) (A) the Depositary for a Global Security notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act, and (B) a successor Depositary is not appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing with respect to the Securities of such series and the Security Registrar has received a request from the Depositary to issue certificated securities in lieu of all or a portion of the Global Securities of such series (in which case the Company shall deliver certificated securities within 30 days of such request) or (3) the Company determines in its sole discretion that Securities of a series issued in global form shall no longer be represented by a Global Security, then such Global Security may be exchanged by such Depositary for Definitive Securities of the same series, of any authorized denomination and of a like aggregate principal amount and tenor, registered in the names of, and the transfer of such Global Security or portion thereof may be registered to, such Persons as such Depositary shall direct.
Appears in 1 contract
Samples: Indenture (CenterState Bank Corp)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency of the Company in a Place of Payment a register of the Securities (the register maintained in such office and or in any other such office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timesThe Trustee, the Security Register shall be open to inspection by the Trustee. The Trustee at its Corporate Trust Office, is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities on such Security Register as herein provided. Upon In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. Subject to the provisions of this Section 3.5, upon surrender for registration of transfer of any Security at the any office or agency of the Company designated pursuant to Section 1002in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount amount, bearing a number not contemporaneously outstanding, and like termscontaining identical terms and provisions. At Subject to the provisions of this Section 3.5, at the option of the Holder, Securities may be exchanged for other Securities Securities, of any authorized denomination or denominations and of a like aggregate principal amount amount, containing identical terms and like termsprovisions, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any such Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his such Xxxxxx's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Sections 9.6, 11.8, 12.3(e), or any supplemental indenture not involving any transfertransfer and other than any stamp and similar duties, if any, which may be imposed in connection with any such transfer or exchange by the United States or any political subdivision thereof or taxing authority thereof or therein, which shall be paid by the Company. The Company Company, or the Trustee, as applicable, shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before the selection of the Securities to be redeemed under Section 1104 11.3 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Security being to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repurchase at the option of the Holder, except the portion, if any, of such Security not to be so repaid.
Appears in 1 contract
Samples: Advanced Energy Industries Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 10.2 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 100210.2, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount amount. Furthermore, any Holder of the U.S. Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder at such Global Security (or its agent), and like termsthat ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that, no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Registration Statement shall have been declared effective by the Commission and that the Initial Securities exchanged for the Exchange Securities shall be canceled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6, 10.15, 10.17 or 11.8 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: 510152 N B LTD
Registration, Registration of Transfer and Exchange. (a) The Company Issuer shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other each office or agency designated pursuant to be maintained for the purpose as provided in Section 1002 being herein sometimes 4.2 hereof a register or registers (collectively referred to as the "Security Securities Register") in which, subject to such reasonable regulations as it may prescribe, it will register or cause to be registered, the Company shall provide for the registration transfer of Securities and of transfers of Securities. The Security Register shall be as provided in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trusteethis Article. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. If at any time the Trustee shall not be serving as Security Registrar, at all reasonable times such Securities Register shall be open for inspection by the Trustee. Upon surrender due presentation for registration of transfer of any Security at the each such office or agency of the Company designated pursuant to Section 1002agency, the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in the name of the designated transferee or transferees, one transferees a new Security or more new Securities of any in authorized denomination or denominations of for a like aggregate principal amount and like termsamount. At the option of the Holder, Any Security or Securities may be exchanged for a Security or Securities in other Securities of any authorized denomination and of a like denominations, in an equal aggregate principal amount and like terms, upon surrender of the amount. Securities to be exchanged shall be surrendered at such each office or agency. Whenever any Securities are so surrendered agency to be maintained by the Issuer for exchangethe purpose as provided in Section 4.2 hereof, and the Company Issuer shall execute, execute and the Trustee shall authenticate and deliver, deliver in exchange therefor the Security or Securities which the Holder Securityholder making the exchange is shall be entitled to receive, bearing numbers not contemporaneously outstanding. All Securities presented for registration of transfer, exchange, redemption or payment shall (if so required by the Issuer or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder or its attorney duly authorized in writing. The Issuer or Trustee shall not be required to exchange or register a transfer of (a) any Securities for a period of 15 days next preceding the first mailing of notice of redemption of Securities to be redeemed or (b) any Securities selected, called or being called for redemption except, in the case of any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not so to be redeemed. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Indenture (NRG Energy Inc)
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Sections 3.06 and 8.05 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice Purchase Contracts forming a part of redemptionthe Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount of or exchange any the Treasury Notes evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of the U.S. Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, Securities of the Securities same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities for Series B Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Series A Securities exchanged for the Series B Securities shall be canceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Sections 303, 304, 305, 906, 1012, 1015 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder's acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. The restrictions imposed by this Section 305 upon the transferability of any particular Security shall cease and terminate on (a) the later of May 28, 1999 or two years after the last date on which the Company or any Affiliate of the Company was the owner of such Security (or any predecessor of such Security) or (b) (if earlier) if and when such Security has been sold pursuant to an effective registration statement under the Securities Act or transferred pursuant to Rule 144 or Rule 904 under the Securities Act (or any successor provision), unless the Holder thereof is an affiliate of the Company within the meaning of Rule 144 (or such successor provisions). Any Security as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Security for exchange to the Security Registrar in accordance with the provision of this Section 305 (accompanied, in the event that such restrictions on transfer have terminated pursuant to Rule 144 or Rule 904 (or any successor provision), by an Opinion of Counsel satisfactory to the Company and the Trustee, to the effect that the transfer of such Security has been made in compliance with 57 Rule 144 or Rule 904 (or any such successor provision)), be exchanged for a new Security, of like tenor and aggregate principal amount, which shall not bear the Private Placement Legend. The Company shall inform the Trustee of the effective date of any Registration Statement registering the Securities under the Securities Act no later than two Business Days after such effective date. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any U.S. Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a U.S. Global Security and bear the legend specified in Section 202.
Appears in 1 contract
Samples: Indenture (Wells Aluminum Corp)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement, Shelf Registration Statement or other registration statement with respect to such Exchange Security shall have been declared effective by the Commission and that the Initial Securities to be exchanged for the Exchange Securities shall be canceled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1012, 1013 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days Business Days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Notwithstanding anything to the contrary contained herein, the Trustee shall have no duty whatsoever to monitor Federal or State securities laws other than to collect the certificates required herein.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security RegisterSECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of SecuritiesSecurity Certificates (the Agent, in such capacity, the "SECURITY REGISTRAR"). The Security Register shall be in written form or any other form capable record separately the registration and transfer of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Certificates evidencing Coupon Securities and transfers of Securities as herein providedZero-Coupon Securities. Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities of the same tenor (Coupon Securities or Zero-Coupon Securities). At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities of the same tenor (Coupon Securities or Zero-Coupon Securities), upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities which Security Certificates that the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing same number of Securities of the same debt, tenor (Coupon Securities or Zero-Coupon Securities) and be entitled to the same benefits and be subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.be
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The From and after the Distribution Date and upon receipt by the Rights Agent of any relevant information and prior to the earlier of the Close of Business on the Redemption Date and the Close of Business on the Final Expiration Date, the Company shall cause to be kept at the Corporate Trust Office of the Trustee Rights Agent a register Rights Register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the a "Security Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities Right Certificates and of transfers of SecuritiesRights. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee Rights Agent is hereby initially appointed as security the registrar and transfer agent (the "Security Rights Registrar") for the purpose of registering Securities Right Certificates and transfers of Securities Rights as herein providedprovided and the Rights Agent agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be designated as Rights Registrar hereunder. Upon surrender to the Rights Agent for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002Right Certificate, the Company shall execute, and the Trustee Rights Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of Right Certificates evidencing a like aggregate principal amount and like termsnumber of Rights. At the option of the Holderholder, Securities Right Certificates may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, Right Certificates upon surrender of the Securities Right Certificates to be exchanged at such office or agencyto the Rights Agent. Whenever any Securities Right Certificates are so surrendered for exchange, the Company shall execute, and the Trustee Rights Agent shall authenticate and deliver, the Securities which Right Certificates that the Holder holder making the exchange is entitled to receive. All Securities Right Certificates issued upon any registration of transfer or exchange of Securities Right Certificates shall be the valid obligations of the Company, evidencing the same debtRights, and entitled to the same benefits under this IndentureAgreement, as the Securities Right Certificates surrendered upon such registration of transfer or exchange. Every Security Right Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarRights Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRights Registrar duly executed, duly executed by the Holder holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of SecuritiesRight Certificates, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesRight Certificates, other than exchanges not involving any transfer. The Company Rights Agent shall not have no duty or liability under this Section unless and until it is satisfied that all such taxes and/or charges have been paid. The provisions of this Section 6 shall be required (i) subject to issue, register the transfer provisions of or exchange any Security during a period beginning at the opening of business Section 15 days before the selection of Securities to be redeemed under and Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part12(a)(ii).
Appears in 1 contract
Samples: Rights Agreement (Stone Energy Corp)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office or agency of the Trustee Company maintained pursuant to Section 10.2 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall shall, subject to the provisions of Section 2.5, provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to the provisions of Section 2.5, upon surrender for registration of transfer of any definitive Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new definitive Securities of the same series of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At Subject to the provisions of Section 2.5, at the option of the Holder, definitive Securities of any series may be exchanged for other definitive Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the definitive Securities to be exchanged at such office or agency. Whenever any definitive Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the definitive Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transferrelation thereto. The Company shall not be required (i) to issue, issue or register the transfer of or exchange Securities of any Security series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of that series under Section 1104 11.3 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to issue or register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid. Any transfer or exchange of Securities shall be subject to the applicable procedures of the Depository. None of the Company, the Trustee, any agent of the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any actions taken or not taken by the Depositary, or for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under this Indenture or applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants or beneficial owners of interests in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by this Indenture.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Sections 3.06 and 8.05 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice Purchase Contracts forming a part of redemptionthe Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount or liquidation amount, as the case may be, of or exchange any the Pledged Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:
Appears in 1 contract
Samples: Pledge Agreement (Allied Waste North America Inc/De/)
Registration, Registration of Transfer and Exchange. The Company Stock Purchase Contract Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Stock Purchase Contract Agent shall provide for the registration of Securities and of transfers of SecuritiesCertificates (the Stock Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Register Registrar shall be in written form or any other form capable record separately the registration and transfer of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Certificates evidencing Normal Common Equity Units and transfers of Securities as herein providedStripped Common Equity Units. Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Stock Purchase Contract Agent, and the Trustee Stock Purchase Contract Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Certificates of any authorized denomination or denominations denominations, of like tenor, and evidencing a like aggregate principal amount number of Normal Common Equity Units or Stripped Common Equity Units, as the case may be; provided, however, that (i) Certificates so executed, authenticated and like termsdelivered upon a transfer of any interest in a Certificate bearing the Private Placement Legend shall also bear the Private Placement Legend unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificates; and (ii) the Stock Purchase Contract Agent and the Company may refuse to effect any transfer of an interest in a Certificate unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such transfer complies with the registration and prospectus-delivery requirements of the Securities Act or is exempt from such requirements. At the option of the Holder, Securities Certificates evidencing Normal Common Equity Units or Stripped Common Equity Units may be exchanged for other Securities Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Normal Common Equity Units or Stripped Common Equity Units, respectively, upon surrender of the Securities Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Stock Purchase Contract Agent, and the Trustee Stock Purchase Contract Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities which Certificates that the Holder making the exchange is entitled to receive; provided, however, that if the Certificate to be exchanged (including any Certificate to be exchanged pursuant to a Collateral Substitution pursuant to Section 3.12 or Section 3.13) bears the Private Placement Legend, then the Certificate(s) so authenticated, executed and delivered in exchange therefor shall also bear the Private Placement Legend unless there is delivered to the Stock Purchase Contract Agent and the Company an opinion of counsel reasonably satisfactory to the Company and addressed to the Company to the effect, or other reasonable proof, that such Private Placement Legend need not be applied to such Certificate(s). All Securities Certificates issued upon any registration of transfer or exchange of Securities a Certificate shall be evidence the valid obligations ownership of the Companysame number of Normal Common Equity Units or Stripped Common Equity Units, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations under this IndentureAgreement as, the Normal Common Equity Units or Stripped Common Equity Units, as applicable, evidenced by the Securities Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarStock Purchase Contract Agent duly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Certificate, but the Company and the Security Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCertificates, other than any exchanges not involving any transfertransfer to a Person other than the Holder. The Notwithstanding the foregoing, the Company shall not be required (i) obligated to issueexecute and deliver to the Stock Purchase Contract Agent, register and the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities Stock Purchase Contract Agent shall not be obligated to be redeemed under Section 1104 and ending at the close of business authenticate, execute on the day of such mailing behalf of the relevant notice Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of redemption, transfer or (ii) for exchange on or after the Business Day immediately preceding the earliest to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion occur of any Security being redeemed Early Settlement Date with respect to the Common Equity Units evidenced by such Certificate, any Cash Merger Early Settlement Date with respect to the Common Equity Units evidenced by such Certificate, the Third Stock Purchase Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in part.this Section and receipt of appropriate registration or transfer instructions from such Holder, the Stock Purchase Contract Agent shall:
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of 28 21 transfer or exchange of Securities, other than exchanges pursuant to Section 304 or 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Borg Warner Automotive Inc
Registration, Registration of Transfer and Exchange. (a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon Such Security Register shall distinguish between Original Securities and Exchange Securities. Subject to other provisions of this Indenture regarding restrictions on transfer, upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Securities, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At the option of the HolderHolder and subject to the provisions of this Section 305, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsbearing the applicable legends set forth in Section 202, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108 not involving any transfer. The If the Securities are to be redeemed in part, the Company shall not be required (iA) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Scholastic Corp
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security RegisterSECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security RegistrarSECURITY REGISTRAR") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to SECTIONS 306 and 805 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Shares issuable in respect of the relevant notice Purchase Contracts forming a part of redemptionthe Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount of or exchange any the Underlying Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of ARTICLE FIVE. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:
Appears in 1 contract
Samples: Purchase Contract Agreement (Prime Group Realty Trust)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company designated pursuant in a Place of Payment for that series, if the requirements of Section 8-401(a) of the Uniform Commercial Code are met (and the Security Registrar shall be entitled to Section 1002assume such requirements have been met unless it receives written notice to the contrary), the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney such Xxxxxx’s attorney-in-fact duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1203 not involving any transfer. The If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (iA) to issue, register the transfer of or exchange any Security Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 1103 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The provisions of Clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities:
Appears in 1 contract
Samples: Indenture (RadNet, Inc.)
Registration, Registration of Transfer and Exchange. A-21 The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like terms. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, redemption or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon Such Security Register shall distinguish between Initial Securities and Exchange Securities. Except as otherwise described in this Article Three, upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission and the Initial Securities to be exchanged for the Exchange Securities shall be canceled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and (subject to the provisions in the Initial Securities regarding the payment of additional interest) entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 47 39 Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Every Restricted Security shall be subject to, and no transfer shall be made other than in accordance with, the restrictions on transfer provided in the legend set forth on the form of the face of each Restricted Security and the restrictions set forth in this Article Three, and the Holder of each Restricted Security, by such Holder's acceptance thereof, agrees to be bound by such restrictions on transfer. The Security Registrar shall notify the Company of any proposed transfer of a Restricted Security to any Person. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 304 or 906 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 an Interest Payment Date and ending at on the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in partInterest Payment Date.
Appears in 1 contract
Samples: Indenture (CSC Holdings Inc)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as of the Company in a Place of Payment a register for the Securities (the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of the Securities and of transfers of the Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timesThe Trustee, the Security Register shall be open to inspection by the Trustee. The Trustee at its Corporate Trust Office, is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering the Securities and transfers of the Securities on such Security Register as herein provided. Upon In the event that the Trustee shall cease to be Security Registrar, it shall have the right to examine the Security Register at all reasonable times. Subject to the provisions of this Section 3.04, upon surrender for registration of transfer of any Security at the any office or agency of the Company designated pursuant to Section 1002in a Place of Payment, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities, of any authorized denominations and of a like aggregate principal amount, bearing a number not contemporaneously outstanding, and containing identical terms and provisions. Subject to the provisions of this Section 3.04, at the option of the Holder, the Securities may be exchanged for other Securities, of any authorized denomination or denominations of a like aggregate principal amount and like terms. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount amount, containing identical terms and like termsprovisions, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any such Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. Notwithstanding the foregoing, any global Security shall be exchangeable only as provided in this paragraph. The depositary for the global Securities shall be DTC, and the global Securities may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC, or to a successor to DTC for such global Security selected or approved by the Company or to a nominee of such successor to DTC. If at any time DTC notifies the Company that it is unwilling or unable to continue as depositary for the applicable global Security or Securities or if at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 if so required by applicable law or regulation, the Company shall appoint a successor depositary with respect to such global Security or Securities. If (x) a successor depositary for such global Security or Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such unwillingness, inability or ineligibility, (y) an Event of Default has occurred and is continuing and the beneficial owners representing a majority in principal amount of the applicable Securities represented by such global Security or Securities advise DTC to cease acting as depositary for such global Security or Securities or (z) the Company, in its sole discretion, determines at any time that all Outstanding Securities (but not less than all) issued or issuable in the form of one or more global Securities shall no longer be represented by such global Security or Securities, then the Company shall execute, and the Trustee shall authenticate and deliver, definitive Securities of like rank, tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of such global Security or Securities. If a Security is issued in exchange for any portion of a global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date or (ii) any Special Record Date and the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable in accordance with the provisions of this Indenture. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange or redemption shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 10.06, 11.07 or 12.03(f) not involving any transfer. The Company or the Trustee, as applicable, shall not be required (i) to issue, register the transfer of or exchange any Security if such Security may be among those selected for redemption during a period beginning at the opening of business 15 days before the selection of the Securities to be redeemed under Section 1104 11.03 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except except, in the unredeemed portion case of any Security being to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.
Appears in 1 contract
Samples: Internet Capital Group Inc
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and be subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.from the
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it they may prescribe, the Company shall provide for the registration of Securities and of transfers and exchanges of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers and exchanges of Securities as herein provided. Such Security Register shall distinguish between Original Securities and Exchange Securities. Upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 10021002 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsbearing the applicable legends set forth in Section 202. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsbearing the applicable legends set forth in Section 202, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to the Holder for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1108 or in accordance with any Offer to Purchase pursuant to Section 1013 or 1016 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:
Appears in 1 contract
Samples: Nextlink Communications LLC
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated of the Company maintained pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002maintained for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities Securities, of any authorized denomination or denominations and of a like tenor and aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities Securities, of any authorized denomination denominations and of a like tenor and aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 303, 906 or 1106 not involving any transfer. The If the Securities are to be redeemed in part, the Company shall not be required (iA) to issue, register the transfer of or exchange any Security Securities during a period beginning at the opening of business 15 days before the selection day of the mailing of a notice of redemption of any such Securities to be redeemed selected for redemption under Section 1104 1102 and ending at the close of business on the day of such mailing of the relevant notice of redemptionmailing, or (iiB) to register the transfer of or exchange any Security so selected for redemption redemption, in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Vintage Petroleum Inc
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.accompanied
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company Unit Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register registers (the register registers maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security RegisterUnit Registers") in which, subject to such reasonable regulations as it may prescribe, the Company Unit Agent shall provide for the registration of Securities Unit Certificates evidencing the Normal Units and the Stripped Units and of transfers of Securities. The Security Register shall be Unit Certificates evidencing the Normal Units and the Stripped Units (the Unit Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Unit Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Unit Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Unit Agent, and the Trustee Unit Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of Unit Certificates evidencing a like aggregate principal amount and like termsnumber of Normal Units or Stripped Units, as the case may be. At the option of the Holder, Securities Unit Certificates may be exchanged for other Securities of any authorized denomination and of Unit Certificates evidencing a like aggregate principal amount and like termsnumber of Normal Units or Stripped Units, as the case may be, upon surrender of the Securities Unit Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Unit Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Unit Agent, and the Trustee Unit Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Unit Certificates which the Holder making the exchange is entitled to receive. All Securities Unit Certificates issued upon any registration of transfer or exchange of Securities a Unit Certificate shall be evidence the valid obligations ownership of the Companysame number of Normal Units or Stripped Units, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations, under this Indenturethe Principal Agreements as the Normal Units or Stripped Units, as the Securities case may be, evidenced by the Unit Certificate surrendered upon such registration of transfer or exchange. Every Security Unit Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarUnit Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarUnit Agent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Unit Certificate, but the Company and the Unit Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesUnit Certificates (which, for these purposes, includes a Stripped Unit Creation or Normal Unit Recreation), other than any exchanges pursuant to Sections 304, 306 and 805 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required (i) obligated to issueexecute and deliver to the Unit Agent, register and the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities Unit Agent shall not be obligated to be redeemed under Section 1104 and ending at the close of business authenticate, execute on the day of such mailing behalf of the relevant notice Holder and deliver any Unit Certificate in respect of redemptiona Unit Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Unit Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Unit Agent shall (a) if the Final Settlement Date has occurred, deliver the shares of Common Stock issuable in respect of the Purchase Contracts forming a part of the Units evidenced by such Unit Certificate, or (iib) if a Termination Event shall have occurred on or prior to register the Final Settlement Date, transfer the principal amount of or exchange any Security so selected for redemption the Pledged Securities evidenced thereby, in whole or each case subject to the applicable conditions and in partaccordance with the applicable provisions of Article Five hereof. The provisions of Clauses (a), except the unredeemed portion of any Security being redeemed in part.(b), (c) and (d) below shall apply only to Global Unit Certificates:
Appears in 1 contract
Samples: Master Unit Agreement (Southern Co)
Registration, Registration of Transfer and Exchange. The Company Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuers shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar"”) for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company Issuers designated pursuant to Section 1002, the Company Issuers shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsat maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Issuers shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Issuers or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company Issuers and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company Issuers may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 801, 906, 1017 or 1108 not involving any transfer. The Company Issuers shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Sections 306 and 805 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice Purchase Contracts forming a part of redemptionthe Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount of or exchange any the Treasury Notes evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article Five hereof. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it the Company may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1009, 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, redemption or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Level 3 Communications Inc
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Sections 306 and 805 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Purchase
Appears in 1 contract
Samples: Stock Purchase Contract Agreement (Ati Financing Ii)
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Sections 3.06 and 8.05 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required (i) obligated to issueexecute and deliver to the Agent, register and the transfer Agent shall not be obligated to authenticate, execute on behalf of or exchange the Holder and deliver any Security during Certificate presented or surrendered for registration of transfer or for exchange on or after a period beginning at the opening Bankruptcy Date or a Settlement Date. The provisions of business 15 days before the selection of Securities Clauses (a), (b), (c) and (d) below shall apply only to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:
Appears in 1 contract
Samples: Purchase Contract Agreement (Sunamerica Capital Trust Vi)
Registration, Registration of Transfer and Exchange. The Company Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company Agent shall provide for the registration of Securities Security Certificates and of transfers of Securities. The Security Register shall be Certificates (the Agent, in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timessuch capacity, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided). Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Security Certificates of any authorized denomination or denominations of and evidencing a like aggregate principal amount and like termsnumber of Securities. At the option of the Holder, Securities Security Certificates may be exchanged for other Securities Security Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Securities, upon surrender of the Securities Security Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Security Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Agent, and the Trustee Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Security Certificates which the Holder making the exchange is entitled to receive. All Securities Security Certificates issued upon any registration of transfer or exchange of Securities a Security Certificate shall be evidence the valid obligations ownership of the Company, evidencing the same debt, number of Securities and be entitled to the same benefits and subject to the same obligations, under this Indenture, Agreement as the Securities evidenced by the Security Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarAgent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarAgent duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Security Certificate, but the Company and the Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesSecurity Certificates, other than any exchanges pursuant to Sections 306 and 805 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required obligated to execute and deliver to the Agent, and the Agent shall not be obligated to authenticate, execute on behalf of the Holder and deliver any Security Certificate presented or surrendered for registration of transfer or for exchange on or after the Final Settlement Date or the Termination Date. In lieu of delivery of a new Security Certificate, upon satisfaction of the applicable conditions specified above in this Section and receipt of appropriate registration or transfer instructions from such Holder, the Agent shall (i) to issueif the Final Settlement Date has occurred, register deliver the transfer shares of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing Common Stock issuable in respect of the relevant notice Purchase Contracts forming a part of redemptionthe Securities evidenced by such Security Certificate, or (ii) if a Termination Event shall have occurred prior to register the Final Settlement Date, transfer the principal amount of or exchange any the Underlying Securities evidenced thereby, in each case subject to the applicable conditions and in accordance with the applicable provisions of Article V hereof. The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.Certificates:
Appears in 1 contract
Samples: Purchase Contract Agreement (Financial Security Assurance Holdings LTD/Ny/)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office or agency of the Trustee Company maintained pursuant to Section 10.02 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall shall, subject to the provisions of Section 2.05, provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to the provisions of Section 2.05, upon surrender for registration of transfer of any definitive Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new definitive Securities of the same series of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At Subject to the provisions of Section 2.05, at the option of the Holder, definitive Securities of any series may be exchanged for other definitive Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the definitive Securities to be exchanged at such office or agency. Whenever any definitive Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the definitive Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transferrelation thereto. The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any Security series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of that series under Section 1104 11.03 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.
Appears in 1 contract
Samples: Mpower Holding Corp
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 10.02 in a Place of Payment a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of registration of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termsStated Maturity. At the option of the Holder, Securities of any series (except a Security in global form) may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsStated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities Each Security issued upon any registration of transfer or exchange of Securities in global form authenticated under this Indenture shall be registered in the valid obligations name of the Company, evidencing the same debtDepositary designated for such series or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and entitled each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or defaults in the performance of its duties as Depositary or if at any time the Depositary for the Securities of such series shall no longer be eligible under Section 3.03, the Company shall appoint a successor Depositary with respect to the same benefits under this Indenture, as Securities of such series. If a successor Depositary for the Securities surrendered upon of such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company’s selection pursuant to Section 3.01(b)(18) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar) or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be duly endorsedrepresented by such a Security or Securities in global form. In such event the Company shall execute, or be accompanied by and the Trustee, upon receipt of a written instrument Company Order for the authentication and delivery of transfercertificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form satisfactory in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and the Security Registrarsuch Depositary. Thereupon, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiesshall execute, other than exchanges not involving any transfer. The Company and the Trustee shall not be required (i) to issueauthenticate and deliver, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.without service charge,
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company Purchase Contract Agent shall cause to be kept keep at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Purchase Contract Agent shall provide for the registration of Securities Certificates and of transfers of SecuritiesCertificates (the Purchase Contract Agent, in such capacity, the “Security Registrar”). The Security Register Registrar shall be in written form or any other form capable record separately the registration and transfer of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities Certificates evidencing Corporate Units and transfers of Securities as herein providedTreasury Units. Upon surrender for registration of transfer of any Security Certificate at the office or agency of the Company designated pursuant to Section 1002Corporate Trust Office, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the designated transferee or transferees, and deliver, in the name of the designated transferee or transferees, one or more new Securities Certificates of any authorized denomination or denominations of denominations, like tenor, and evidencing a like aggregate principal amount and like termsnumber of Corporate Units or Treasury Units, as the case may be. At the option of the Holder, Securities Certificates may be exchanged for other Securities Certificates, of any authorized denomination denominations and of evidencing a like aggregate principal amount and like termsnumber of Corporate Units or Treasury Units, as the case may be, upon surrender of the Securities Certificates to be exchanged at such office or agencythe Corporate Trust Office. Whenever any Securities Certificates are so surrendered for exchange, the Company shall executeexecute and deliver to the Purchase Contract Agent, and the Trustee Purchase Contract Agent shall authenticate authenticate, execute on behalf of the Holder, and deliver, deliver the Securities Certificates which the Holder making the exchange is entitled to receive. All Securities Certificates issued upon any registration of transfer or exchange of Securities a Certificate shall be evidence the valid obligations ownership of the Companysame number of Corporate Units or Treasury Units, evidencing as the same debtcase may be, and be entitled to the same benefits and subject to the same obligations under this IndentureAgreement as the Corporate Units or Treasury Units, as the Securities case may be, evidenced by the Certificate surrendered upon such registration of transfer or exchange. Every Security Certificate presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarPurchase Contract Agent) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarPurchase Contract Agent duly executed, duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securitiesa Certificate, but the Company and the Purchase Contract Agent may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of SecuritiesCertificates, other than any exchanges pursuant to Section 3.04, Section 3.06 and Section 8.05 not involving any transfer. The Notwithstanding the foregoing, the Company shall not be required (i) obligated to issueexecute and deliver to the Purchase Contract Agent, register and the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities Purchase Contract Agent shall not be obligated to be redeemed under Section 1104 and ending at the close of business authenticate, execute on the day of such mailing behalf of the relevant notice Holder and deliver any Certificate in exchange for any other Certificate presented or surrendered for registration of redemption, transfer or (ii) for exchange on or after the Business Day immediately preceding the earliest to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion occur of any Security being redeemed Early Settlement Date with respect to such Certificate, any Cash Merger Early Settlement Date with respect to such Certificate, the Purchase Contract Settlement Date or the Termination Date. In lieu of delivery of a new Certificate, upon satisfaction of the applicable conditions specified above in part.this Section and receipt of appropriate registration or transfer instructions from such Holder, the Purchase Contract Agent shall:
Appears in 1 contract
Samples: Purchase Contract and Pledge Agreement (Southern Union Co)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee or in any office or agency to be maintained by the Company in accordance with Section 1002 in a Place of Payment a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of registration of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company designated pursuant to Section 1002in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denomination or denominations and of a like aggregate principal amount and like termsStated Maturity. At the option of the Holder, Securities of any series (except a Security in global form) may be exchanged for other Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsStated Maturity, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and delivermake available for delivery, the Securities which the Holder making the exchange is entitled to receive. All Securities Each Security issued upon any registration of transfer or exchange of Securities in global form authenticated under this Indenture shall be registered in the valid obligations name of the Company, evidencing the same debtDepositary designated for such series or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and entitled each such Security issued in global form shall constitute a single Security for all purposes of this Indenture. Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for Securities in certificated form in the circumstances described below, a Security in global form representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for such series to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor Depositary for such series or a nominee of such successor Depositary. If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of such series or defaults in the performance of its duties as Depositary or it at any time the Depositary for the Securities of such series shall no longer be eligible under Section 303, the Company shall appoint a successor Depositary with respect to the same benefits under this Indenture, as Securities of such series. If a successor Depositary for the Securities surrendered upon of such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company's selection pursuant to Section 301(b)(18) shall no longer be effective with respect to the Securities of such series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of certificated Securities of such series of like tenor, shall authenticate and deliver Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security Registrar) or Securities of such series of like tenor in global form in exchange for such Security or Securities in global form. The Company may at any time in its sole discretion determine that Securities issued in global form shall no longer be duly endorsedrepresented by such a Security or Securities in global form. In such event the Company shall execute, or be accompanied by and the Trustee, upon receipt of a written instrument Company Order for the authentication and delivery of transfercertificated Securities of such series of like tenor, shall authenticate and deliver, Securities of such series of like tenor in certificated form, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Security or Securities of such series of like tenor in global form satisfactory in exchange for such Security or Securities in global form. If specified by the Company pursuant to Section 301 with respect to a series of Securities, the Depositary for such series may surrender a Security in global form of such series in exchange in whole or in part for Securities of such series in certificated form on such terms as are acceptable to the Company and the Security Registrarsuch Depositary. Thereupon, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiesshall execute, other than exchanges not involving any transfer. The Company and the Trustee shall not be required (i) to issueauthenticate and deliver, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.without service charge,
Appears in 1 contract
Samples: True North Communications Inc
Registration, Registration of Transfer and Exchange. (a) The Company shall cause to be kept maintained at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated appointed in or pursuant to Section 1002 being herein sometimes referred to 10.2 as a Transfer Agent, the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. All Securities hereunder shall be issued in registered form. The Security Register shall be in written form or any other form capable of being exchanged or converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is and each Transfer Agent are hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security, together with a written instrument of transfer satisfactory to the Security Registrar, at the an office or agency of the Company designated appointed in or pursuant to Section 100210.2 for such purpose, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of the same aggregate Original Principal Amount having endorsed on each such new Security a like aggregate principal amount and like termsGuarantee duly executed by the Guarantors or their attorneys. At the option of the Holdereach holder, Securities may be exchanged for other Securities of any authorized denomination or denominations and of a like the same aggregate principal amount and like termsOriginal Principal Amount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receivereceive having endorsed on each such new Security a Guarantee duly executed by the Guarantors or their attorneys. All Securities Securities, and the Guarantees endorsed thereon, issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the CompanyCompany and the Guarantors, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company Company, the Guarantors or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his such Holder's attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Trustee, the Company may or the Guarantors shall have the right to require payment from the Holder requesting any such registration of a sum transfer or exchange of an amount in Dollars sufficient to cover pay or discharge any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange and any other amounts required to be paid by the provisions of the Securities, other than exchanges not involving any transfer. The Company and the Security Registrar shall not be required (i) following the determination to redeem any Security, to issue, to register the transfer of or to exchange any Security during a period beginning at the opening of business in New York 15 days before the any selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such the publication or mailing of the relevant notice of redemption, or (ii) following the selection of Securities to be redeemed in whole or in part, to register the transfer of or to exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to register the transfer of or to exchange any Security in respect of which a Purchase Notice or a Change of Control Purchase Notice has been provided and not withdrawn by the Holder thereof in accordance with the terms hereof (except in the case of a Security to be purchased in part, the portion thereof not to be purchased). The Trustee, as agent of the Company for this purpose, shall maintain at its Corporate Trust Office the Security Register for the registration of transfers and exchanges of Securities. Upon presentation for transfer or exchange of any Security at the office of a Transfer Agent accompanied by a written instrument of transfer or exchange in the form approved by the Company (it being understood that, until notice to the contrary is given to Holders of Securities, the Company shall be deemed to have approved the form of instrument of transfer or exchange, if any, printed on any Security), executed by the registered Holder, in person or by such Holder's attorney thereunto duly authorized in writing, such Security shall be transferred upon the Security Register and, to the extent applicable, a new Security shall be authenticated and issued in the name of the transferee.
Appears in 1 contract
Samples: Feg Holdings Inc
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount amount. Furthermore, any Holder of the U.S. Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interest in such Global Security may be effected only through a book-entry system maintained by the Holder at such Global Security (or its agent), and like termsthat ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangeexchange (including an exchange of Initial Securities for Exchange Securities), the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive; provided that no exchange -------- of Initial Securities for Exchange Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Securities to be exchanged for the Exchange Securities shall be cancelled by the Trustee. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1015, 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Be Aerospace Inc
Registration, Registration of Transfer and Exchange. The Company shall keep or cause to be kept a register (the register maintained either at the Corporate Trust Office of the Trustee a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 10.2 being herein sometimes collectively referred to as the "Security RegisterSECURITY REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Any such register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") SECURITY REGISTRAR" for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the an office or agency of the Company designated pursuant to Section 100210.2 for such purpose, the Company Parent, as general partner of the Company, shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company Parent, as general partner of the Company, shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations obligation of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar (if other than the Company) duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of conversion, transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6, 10.13, 10.16 or 11.2 not involving any transfer. The Company Each Global Security authenticated under this Indenture shall not be required (i) to issue, register registered in the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing name of the relevant notice Depository designated for such Global Security or a nominee thereof and delivered to such Depository or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of redemption, or (ii) to register the transfer this Indenture. Any exchange of or exchange any a Global Security so selected for redemption other Securities may be made in whole or in part, except and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the unredeemed portion Depository for such Global Security shall direct. If at any time the Depository for the Securities notifies the Company that it is unwilling or unable to continue as Depository for the Securities or if at any time the Depository for the Securities shall no longer be qualified to serve as the Depository, the Company shall appoint a successor Depository with respect to the Securities. If a successor Depository for the Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities, will authenticate and deliver Securities of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities in exchange for such Global Security or Securities. The Company may at any time and in its sole discretion determine that Securities issued in the form of one or more Global Securities shall no longer be represented by such Global Securities. In such event, the Parent, as general partner of the Company, will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities, will authenticate and deliver Securities of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security being redeemed or Securities in partexchange for such Global Security or Securities. Notwithstanding any other provision in this Indenture, no Global Security may be transferred to, or registered or exchanged for Securities registered in the name of, any Person other than the Depository for such Global Security or any nominee thereof, and no such transfer may be registered, unless (1) such Depository (A) notifies the Company that it is unwilling or unable to continue as Depository for such Global Security or (B) ceases to be qualified to serve as Depository, (2) the Parent, as general partner of the Company, executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable, registrable and exchangeable, and such transfers shall be registrable, or (3) there shall have occurred and be continuing an Event of Default. Notwithstanding any other provision in this Indenture, a Global Security to which the restriction set forth in the preceding sentence shall have ceased to apply may be transferred only to, and may be registered and exchanged for Securities registered only in the name or names of, such Person or Persons as the Depository for such Global Security shall have directed and no transfer thereof other than such a transfer may be registered. Every Security authenticated and delivered upon registration of transfer, or in exchange for or in lieu of, a Global Security to which the restriction set forth in the first sentence of the preceding paragraph shall apply, whether pursuant to this Section, Sections 3.4, 3.6, 9.6, or 11.2 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security unless such Security is registered in the name of a Person other than the Depository for such Global Security or a nominee thereof.
Appears in 1 contract
Samples: Texas Petrochemicals Lp
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the TrusteeTrustee and the Trustee shall monitor the aggregate number of holders of record of the Securities as calculated in accordance with Section 12g5-1 of the Exchange Act, which number shall not exceed 300. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount amount. No transfer of a Security to any Person shall be effective under this Indenture or the Securities unless and like termsuntil such Security has been registered in the name of such Person. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1015, 1016 or 1108 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 7.2 being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10027.2, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities CPR Certificates representing the same aggregate number of any authorized denomination CPRs represented by the CPR Certificate so surrendered that are to be transferred and the Company shall execute and the Trustee shall authenticate and deliver, in the name of the transferor, one or denominations more new CPR Certificates representing the aggregate number of a like aggregate principal amount and like termsCPRs represented by such CPR Certificate that are not to be transferred. At the option of the Holder, Securities CPR Certificates may be exchanged for other Securities CPR Certificates that represent in the aggregate the same number of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of CPRs as the Securities to be exchanged CPR Certificates surrendered at such office or agency. Whenever any Securities CPR Certificates are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities CPR Certificates which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtrights, and entitled to the same benefits under this IndentureAgreement, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4 or 6.6 not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Contingent Payment Rights Agreement (Somatogen Inc)
Registration, Registration of Transfer and Exchange. (a) The Company hereby appoints the Trustee as registrar (the "Registrar") for the Securities. The Trustee shall cause to be kept keep, so long as it is the Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in any other Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Registered Securities and of transfers transfer of Registered Securities. The Security Register shall be in written form Company may change the Registrar or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein providedappoint one or more co-Registrars without notice. Upon surrender for registration of transfer or exchange of any Security at the office or agency in a Place of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like terms. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchangePayment, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which name of the Holder making the exchange is entitled to receivedesignated transferee or transferees, one or more new Securities, of any authorized denominations and of like tenor and aggregate principal amount. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered surrender upon such registration of transfer or of exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security RegistrarRegistrar duly executed, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security (other than an exchange pursuant to Article Thirteen) Securities during a period beginning at the opening of business 15 days before the day of any selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of called for redemption, or (ii) to register the transfer of or exchange (other than an exchange pursuant to Article Thirteen) any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. Payments of the principal of, or premium, if any, and interest on the Rule 144A Global Security will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of the Company, the Trustee, any agent of the Trustee or any Paying Agent or Exchange Agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Rule 144A Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Appears in 1 contract
Samples: Indenture (Bell Atlantic Corp)
Registration, Registration of Transfer and Exchange. The Company shall cause the Trustee to be kept keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office and or in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "“Security Register"”) in which, subject to such reasonable regulations as it the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register Trustee shall initially be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "“Security Registrar") ” for the purpose of registering Securities and transfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denomination or denominations denominations, of a like aggregate principal amount amount. Furthermore, any Holder of the Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and like termsthat ownership of a beneficial interest in a Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and or denominations, of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall (in accordance with a Company Order for the authentication of such Securities) authenticate and delivermake available for delivery, Securities of the Securities same series which the Holder making the exchange is entitled to receive; provided that no exchange of Series A Securities for Series B Securities shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and the Series A Securities exchanged for the Series B Securities shall be canceled. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer transfer, or for exchange exchange, repurchase or redemption, shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder for any registration of transfer or transfer, exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securitiestherewith, other than exchanges pursuant to Sections 303, 304, 305, 308, 906, 1012, 1014 or 1108 not involving any transfer. The Company shall not be required (ia) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of the Securities to be redeemed selected for redemption under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (iib) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security Securities being redeemed in part. Every Security shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Security pursuant to Section 202, and the restrictions set forth in this Section 305, and the Holder of each Security, by such Holder’s acceptance thereof (or interest therein), agrees to be bound by such restrictions on transfer. Except as provided in the preceding paragraph, any Security authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, any Global Security, whether pursuant to this Section 305, Section 304, 308, 906 or 1108 or otherwise, shall also be a Global Security and bear the legend specified in Section 202.
Appears in 1 contract
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office or agency of the Trustee Company maintained pursuant to Section 10.2 a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 of the Company in a Place of Payment being herein sometimes collectively referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall shall, subject to the provisions of Section 2.5, provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") " for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to the provisions of Section 2.5, upon surrender for registration of transfer of any definitive Security of any series at the office or agency in a Place of the Company designated pursuant to Section 1002Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new definitive Securities of the same series of any authorized denomination or denominations and of a like aggregate principal amount and like termsamount. At Subject to the provisions of Section 2.5, at the option of the Holder, definitive Securities of any series may be exchanged for other definitive Securities of the same series, of any authorized denomination denominations and of a like aggregate principal amount and like termsamount, upon surrender of the definitive Securities to be exchanged at such office or agency. Whenever any definitive Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the definitive Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security RegistrarTrustee) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transferrelation thereto. The Company shall not be required (i) to issue, issue or register the transfer of or exchange Securities of any Security series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities to be redeemed of that series under Section 1104 11.3 and ending at the close of business on the day of such the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to issue or register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.
Appears in 1 contract
Samples: Indenture (Carnival Corp)
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 4.02 hereof being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable timestimes and during normal business hours, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar" or the "Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon Subject to the provisions of this Section, Section 2.07 and Section 2.18, upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10024.02 hereof, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount amount. Furthermore, any Holder of a Global Certificate shall, by acceptance of such Global Certificate, agree that transfers of beneficial interest in such Global Certificate shall be subject to Section 2.18 and like termsmay be effected only through a book-entry system maintained by the Holder of such Global Certificate (or its agent), and that ownership of a beneficial interest in the Security shall be required to be reflected in a book entry. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, Company evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 2.05, 2.07, 3.06 or 9.05 hereof not involving any transfer. The Neither the Trustee, the Security Registrar nor the Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection mailing of a notice of redemption of Securities to be redeemed selected for redemption under Section 1104 3.02 hereof and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: Newfield Exploration Co /De/
Registration, Registration of Transfer and Exchange. The Company shall cause to be kept at the Corporate Trust Office office of the Trustee in New York a register (the register maintained in such office to be referred to as the "Principal Security Register" and the register maintained in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the a "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the each Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "Security Registrar") for the purpose of registering Securities and transfers of Securities as herein provided. Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Securities of any authorized denomination or denominations of a like aggregate principal amount and like termsamount. At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination and of a like aggregate principal amount and like termsamount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange or redemption of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges not involving any transfer. The Company shall not be required (i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the selection of Securities to be redeemed under Section 1104 and ending at the close of business on the day of such mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.
Appears in 1 contract
Samples: China Mobile Hong Kong LTD
