Common use of Transfer and Exchange Clause in Contracts

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 13 contracts

Samples: Indenture (Southeastern Grocers, Inc.), Indenture (Albertsons Companies, Inc.), Indenture (Albertsons Companies, Inc.)

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Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantorsother Obligors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantorother Obligor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 11 contracts

Samples: Intercreditor Agreement (Berry Global Group, Inc.), Intercreditor Agreement (Berry Global Group, Inc.), Intercreditor Agreement (Berry Global Group, Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 11 contracts

Samples: Indenture (RBS Global Inc), Indenture (Goodman Holding CO), Chase Merger Sub (Rexnord Corp)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 8 contracts

Samples: Agreement and Plan of Merger, Supplemental Indenture (Verso Paper Holdings LLC), Collateral Agreement (NewPage Holdings Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co-registrar with a request (i) to register a transfer or (ii) to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall register the transfer or make the exchange transfer, as requested if the same requirements of Section 8-401(1) of the Uniform Commercial Code are met; provided, however, that any Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by his attorney duly authorized in writing. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 6 contracts

Samples: Winstar Equipment (Winstar Communications Inc), Indenture (Winstar Communications Inc), Indenture (Winstar Communications Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Subsidiary Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 6 contracts

Samples: Supplemental Indenture (Dex Media International Inc), Supplemental Indenture (Dex Media Inc), Supplemental Indenture (Dex Media Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 6 contracts

Samples: Indenture (TRW Automotive Inc), Tia Indenture (TRW Automotive Inc), Tia Indenture (TRW Automotive Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 5 contracts

Samples: Indenture (Noranda Aluminum Holding CORP), Indenture (Berry Plastics Corp), Indenture (Berry Plastics Corp)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the RegistrarCompany’s request. The Issuers Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities (ii) for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 4 contracts

Samples: Intercreditor Agreement (Denbury Resources Inc), Intercreditor Agreement (Denbury Resources Inc), Indenture (Denbury Resources Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 4 contracts

Samples: Indenture (Aquestive Therapeutics, Inc.), Indenture (Quotient LTD), Indenture (Egalet Corp)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the RegistrarCompany’s request. The Issuers Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for between a period of 15 days before a selection of Securities to be redeemedregular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 3 contracts

Samples: Indenture (Denbury Resources Inc), Supplemental Indenture (Denbury Resources Inc), Indenture (Denbury Resources Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 3 contracts

Samples: Indenture (Verso Paper Corp.), Supplemental Indenture (Verso Paper Corp.), Supplemental Indenture (Verso Sartell LLC)

Transfer and Exchange. The Securities shall be issued This Bond is a negotiable instrument as provided in registered form the Act, subject, however, to the provisions for registration and shall be transferable transfer contained in the Bond Indenture and in this Bond. This Bond is transferable, as provided in the Bond Indenture, only upon the registration books kept by the Trustee, as registrar of the Issuer, at the request of the Registered Owner hereof in person or by his attorney duly authorized in writing, upon surrender of hereof together with a Security for registration written instrument of transfer and in compliance with Appendix A. When a Security is presented satisfactory to the Registrar with a request to register a transferTrustee duly executed by such Registered Owner or his duly authorized attorney and upon the payment of such charges as provided in the Bond Indenture. Upon surrender for transfer of this Bond, the Registrar Issuer shall register issue in the transfer as requested if its requirements therefor are met. When Securities are presented to name of the Registrar transferee a new Bond or Bonds in accordance with a request to exchange them for an equal the provisions of the Bond Indenture and this Bond of the same aggregate principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if and the same requirements are metsubseries, Interest Period, interest rate and maturity. To permit registration of transfers and exchanges, the Company shall execute The Issuer and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security this Bond is registered upon the books of the Issuer as the absolute owner of such Security hereof, whether this Bond shall be overdue or not, for the purpose of receiving payment of of, or on account of, the principal and Redemption Price of and interest, if any, interest on such Security this Bond and for all other purposes whatsoever, whether and all such payments so made to the Registered Owner hereof or not such Security is overdueupon his order shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums paid, and none of neither the Issuers, any Guarantor, Issuer nor the Trustee, a Paying Agent or the Registrar Trustee shall be affected by any notice to the contrary. Any Holder The Bonds are issuable as fully registered Bonds in denominations specified in the Bond Indenture. Bonds may, at the option of a beneficial interest in a Global Security shallthe Holders thereof, by acceptance be exchanged for an equal aggregate principal amount of such beneficial interestBonds of the same maturity, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by subseries (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Securityif any), Interest Period, and that ownership interest rate of any other authorized denominations, upon surrender thereof at the Principal Corporate Trust Office of the Trustee with a beneficial interest written instrument of transfer satisfactory to the Trustee, duly executed by the Registered Owner or his attorney duly authorized in such Global Security shall be writing. For every exchange or transfer of Bonds the Issuer or the Trustee may make a charge sufficient to reimburse the Issuer or the Trustee for any tax, fee or other governmental charge required to be reflected in paid with respect to such exchange or transfer, which sum or sums shall be paid by the Person requesting such exchange or transfer, as a book entrycondition precedent to the exercise of the privilege of making such exchange or transfer. All Securities The cost of preparing each new Bond issued upon such exchange or transfer and any transfer other expenses of the Issuer or exchange pursuant to the terms of this Indenture shall evidence the same debt and Trustee incurred in connection therewith shall be entitled to paid by the same benefits under this Indenture as the Securities surrendered upon Person requesting such transfer exchange or exchangetransfer.

Appears in 3 contracts

Samples: General Agreement (SemGroup Corp), Bond Indenture (SemGroup Corp), Bond Indenture (SemGroup Corp)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 3 contracts

Samples: Indenture (Phoenix Consulting Group, LLC), Indenture (Remington Arms Co Inc/), Indenture (Freedom Group, Inc.)

Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix Exhibit A. When a Security Note is presented to the Registrar or Transfer Agent, as the case may be, with a request to register a transfer, the Registrar or the Transfer Agent, as the case may be, shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar or the Transfer Agent, as the case may be, with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate Securities Notes at the Registrar’s requestrequest of the Registrar or the Transfer Agent, as the case may be. The Issuers Issuers, Registrar and Transfer Agent may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall are not be required to make, and register the Registrar need not register, transfers transfer or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Securities Notes (i) for a period of 15 days before prior to any date fixed for the redemption of the Notes, (ii) for a period of 15 days immediately prior to the date fixed for selection of Securities Notes to be redeemedredeemed in part (iii) for a period of 15 days prior to the record date with respect to any interest payment date, or (iv) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any SecurityNote, the Issuers, the Guarantors, the Trustee, each Agent, the Paying Agent, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes) interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book book-entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Samples: Intercreditor Agreement (Ferroglobe PLC), Intercreditor Agreement (Ferroglobe PLC), Indenture (Ferroglobe PLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 3 contracts

Samples: Supplemental Indenture (Land O Lakes Inc), Wki Holding Co Inc, Land O Lakes Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor of this Indenture are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities (ii) for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Supplemental Indenture (PQ Group Holdings Inc.), Indenture (Hillman Companies Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. A and the form of the applicable Security. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Supplemental Indenture (Egalet Corp), Indenture (Egalet Us Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed), (ii) or of any Securities for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Party City Holdco Inc., Party City Holdco Inc.

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and upon receipt of an Authentication Order the Trustee or its Authenticating Agent shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a Holder to pay a sum sufficient to pay all taxesTaxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to the sending of a selection notice of redemption or of any Securities to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control Offer, a Collateral Asset Sale Offer or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture, the Appendix or under applicable law with respect to any transfer of any interest in any 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 the Appendix. Neither the Trustee nor any of its agents shall have any responsibility or liability for any actions taken or not taken by the depositary with which the Global Security is registered.

Appears in 2 contracts

Samples: Indenture (CLARIVATE PLC), Indenture (Clarivate Analytics PLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount at maturity of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestAccreted Value of, premium, if any, or interest, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Supplemental Indenture (Nalco Finance Holdings Inc.), Supplemental Indenture (Nalco Energy Services Equatorial Guinea LLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07(other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.11 and 9.05). The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Hallandale Commercial Corp., Indenture (Up Offshore (Holdings) Ltd.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar and Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar and Transfer Agent with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar and Transfer Agent shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall shall, upon receipt of a Written Order, authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar and Transfer Agent need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each Paying Agent the paying agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent the paying agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Supplemental Indenture (Constellium Se), Supplemental Indenture (Constellium Se)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities (ii) for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Party City Holdco Inc.), Indenture (Party City Holdco Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar and Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar and Transfer Agent with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar and Transfer Agent shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall shall, upon receipt of a Written Order, authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar and Transfer Agent need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each Paying Agent the paying agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent the paying agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Indenture (Constellium N.V.), Indenture (Constellium N.V.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Indenture (Aeroways, LLC), Indenture (Cke Restaurants Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Registrar shall register record in the Securities Register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met, and thereupon one or more new Securities in the same aggregate principal amount shall be issued to the designated assignee or transferee and the old Security will be returned to the Company. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested requested, in the same manner, if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Chief Auto Parts Inc, Chief Auto Parts Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the TrusteePaying Agent, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving the payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Jones Group Inc, JAG FOOTWEAR, ACCESSORIES & RETAIL Corp

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary 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.

Appears in 2 contracts

Samples: Pliant Corp International, Pierson Industries Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedSection. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security The Company shall not be required to be reflected (i) issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) register, in a book entrywhole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Tia Indenture (Pawnmart Inc), Tia Indenture (Pawnmart Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedSection. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. The Company shall not be required (i) to issue, register the transfer of or exchange Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Security selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Anacomp Inc, Anacomp Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the TrusteePaying Agent, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving the payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Jones Apparel Group Inc, Jones Apparel Group Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and upon receipt of an Authentication Order the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Note Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Note Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Indenture (Gates Global Inc.), Indenture (Gates Engineering & Services FZCO)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemedredemption of Securities. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Kansas City Southern, Kansas City Southern

Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Notes selected for redemption (except, in the case of Securities Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Notes for a period of 15 days before a selection of Securities Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecurityNote, the IssuersIssuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersIssuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Appears in 2 contracts

Samples: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Indenture (Nalco Holding CO), Supplemental Indenture (Nalco Holding CO)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar Xxxxxxxxx shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Indenture (TRW Automotive Inc), Indenture (TRW Automotive Inc)

Transfer and Exchange. The Securities shall be issued in registered form and the transfer of the Securities shall be transferable registerable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same its requirements therefor are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers may require payment by the Holder of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and and, subject to the record date provisions of this Indenture, interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantorthe Company, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder The Company may require payment of a beneficial interest sum sufficient to pay all taxes, assessments or other governmental charges in a Global Security shallconnection with any transfer or exchange pursuant to Section 2.06 (other than in respect of the Exchange Offer, by acceptance of such beneficial interest, agree that transfers of beneficial interests except as otherwise provided in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entryRegistration Rights Agreement). All Securities issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange.

Appears in 2 contracts

Samples: NSM Steel Co LTD, NSM Steel Co LTD

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar Xxxxxxxxx with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Indenture (MPM Silicones, LLC), Indenture (MPM Silicones, LLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the RegistrarCompany’s request. The Issuers Company may require the Securityholders to make a payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07(other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.08 and 9.05). The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestinterest and Additional Interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Indenture (Petroquest Energy Inc), Indenture (Petroquest Energy Inc)

Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. the Appendix. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s 's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities Notes selected for redemption (except, in the case of Securities Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Notes for a period of 15 days before a selection of Securities Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecurityNote, the Issuers, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Notes) interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: On Semiconductor Corp, On Semiconductor Corp

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security (and any related fees contemplated by this Indenture) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Purchase Agreement (Vivus Inc), Indenture (Vivus Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 2 contracts

Samples: Supplemental Indenture (Nalco Energy Services Equatorial Guinea LLC), Supplemental Indenture (Nalco Energy Services Equatorial Guinea LLC)

Transfer and Exchange. The Securities Senior Secured Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Senior Secured Note for registration of transfer and in compliance with Appendix A. When a Security Senior Secured Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities Senior Secured Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Senior Secured Notes selected for redemption (except, in the case of Securities Senior Secured Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Senior Secured Notes for a period of 15 days before a selection of Securities Senior Secured Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecuritySenior Secured Note, the Issuers, the Senior Secured Note Guarantors, the Trustee, each the Paying Agents, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Senior Secured Note is registered as the absolute owner of such Security Senior Secured Note for the purpose of receiving payment of principal of and interest, if any, on such Security Senior Secured Note and for all other purposes whatsoever, whether or not such Security Senior Secured Note is overdue, and none of the Issuers, any Senior Secured Note Guarantor, the Trustee, a the Paying Agents, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities Senior Secured Notes issued upon any transfer or exchange pursuant to the terms of this Senior Secured Notes Indenture shall evidence the same debt and shall be entitled to the same benefits under this Senior Secured Notes Indenture as the Securities Senior Secured Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Stock Purchase Agreement (RenPac Holdings Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and upon receipt of an Authentication Order the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the sending or mailing of a selection notice of redemption of the Securities to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Note Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Note Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Supplemental Indenture (ResCare Finance, Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar and Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar and Transfer Agent with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar and Transfer Agent shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall shall, upon receipt of a Written Order, authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar and Transfer Agent need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. US-DOCS\124080491.2 Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each Paying Agent the paying agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent the paying agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Supplemental Indenture (Constellium Se)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and and, upon receipt of an Officer's Certificate, the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of that a Securityholder requesting a transfer or exchange pay a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Rio Hotel & Casino Inc

Transfer and Exchange. The Subject to the provisions of Sections 2.15 and 2.16, when Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is are presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When of such Securities are presented to the Registrar with a request or to exchange them such Securities for an equal principal amount of Securities of other denominationsauthorized denominations of the same series, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if the same its requirements for such transaction are met; provided, however, that the Securities surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-Registrar's written request. The Issuers No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Section 2.07therewith. The Issuers Registrar or co-Registrar shall not be required to make, and register the Registrar need not register, transfers transfer or exchanges exchange of any Security (i) during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing and (ii) selected for redemption (exceptin whole or in part pursuant to Article Three hereof, in except the case unredeemed portion of Securities to be any Security being redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of any transfer of any Securityby a Holder as provided herein, the Issuers, the GuarantorsCompany, the Trustee, each Paying and any Agent and of the Registrar may deem and Company shall treat the Person person in whose name a the Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and thereof for all other purposes whatsoever, whether or not such the Security is shall be overdue, and none of neither the Issuers, any GuarantorCompany, the Trustee, a Paying nor any such Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Depository (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such a Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Carson Products Co

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co-registrar with a request from the Holder of such Securities to register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if requested; provided, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metIssuers and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company Issuers shall issue and execute and the Trustee shall authenticate new Securities evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Securityholder for any registration of transfer or exchange. The Issuers may require from the Securityholder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this Section 2.072.10, 3.6, 4.13, 4.15 or 9.5 and the Issuers will be responsible for the payment of such taxes in such events, unless the Securities transferred or exchanged are issued to a different Securityholder in which event the Issuers may require from the Securityholder payment of a sum sufficient to cover any transfer taxes or other governmental charge that may be imposed in relation to such transfer or exchange. The Issuers Trustee shall not be required to make, and exchange or register a transfer of any Security for a period of 15 days immediately preceding the Registrar need not register, transfers or exchanges first mailing of notice of redemption of Securities selected to be redeemed or of any Security selected, called or being called for redemption (except, in the case of Securities any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying Agent and or the Registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security Security, except as provided in the face of such Security, and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a Paying Agent Trustee or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon on any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Covenants (Rti Capital Corp)

Transfer and Exchange. The Securities Senior Secured Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Senior Secured Note for registration of transfer and in compliance with Appendix A. When a Security Senior Secured Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities Senior Secured Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Senior Secured Notes selected for redemption (except, in the case of Securities Senior Secured Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Senior Secured Notes for a period of 15 days before a selection of Securities Senior Secured Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecuritySenior Secured Note, the Issuers, the Senior Secured Note Guarantors, the Trustee, each the Paying Agents, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Senior Secured Note is registered as the absolute owner of such Security Senior Secured Note for the purpose of receiving payment of principal of and interest, if any, on such Security Senior Secured Note and for all other purposes whatsoever, whether or not such Security Senior Secured Note is overdue, and none of the Issuers, any Senior Secured Note Guarantor, the Trustee, a the Paying Agents, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities Senior Secured Notes issued upon any transfer or exchange pursuant to the terms of this Senior Secured Notes Indenture shall evidence the same debt and shall be entitled to the same benefits under this Senior Secured Notes Indenture as the Securities Senior Secured Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Secured Notes Indenture (Beverage Packaging Holdings (Luxembourg) v S.A.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. this Indenture. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominationsdenominations and of a like aggregate Principal Amount and tenor, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsIssuer, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving any payment of principal of on such Security (including interest and interestContingent Interest and Defaulted Interest, if any, on such Security ) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of a beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Starwood Hotel & Resorts Worldwide Inc

Transfer and Exchange. The Securities Senior Subordinated Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Senior Subordinated Note for registration of transfer and in compliance with Appendix A. When a Security Senior Subordinated Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities Senior Subordinated Notes at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Senior Subordinated Notes selected for redemption (except, in the case of Securities Senior Subordinated Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Senior Subordinated Notes for a period of 15 days before a selection of Securities Senior Subordinated Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecuritySenior Subordinated Note, the Issuers, the Subordinated Guarantors, the Trustee, each the Paying Agents, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Senior Subordinated Note is registered as the absolute owner of such Security Senior Subordinated Note for the purpose of receiving payment of principal of and interest, if any, on such Security Senior Subordinated Note and for all other purposes whatsoever, whether or not such Security Senior Subordinated Note is overdue, and none of the Issuers, any Subordinated Guarantor, the Trustee, a the Paying Agents, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities Senior Subordinated Notes issued upon any transfer or exchange pursuant to the terms of this Senior Subordinated Notes Indenture shall evidence the same debt and shall be entitled to the same benefits under this Senior Subordinated Notes Indenture as the Securities Senior Subordinated Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Reynolds Group Holdings LTD

Transfer and Exchange. The Securities shall be --------------------- issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemedredemption of Securities. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to conditions set forth in the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Kansas City Southern Industries Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance accordance with Appendix A. this Section 2.7. When a Security is presented to the Registrar or a co-Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor for such transfer are met. When Securities are presented to the Registrar or a co-Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same its requirements for such exchange are met. To permit registration of transfers and exchanges, the Company shall execute and execute, the Trustee shall authenticate and each Guarantor shall endorse its Guarantee on the Securities at the Registrar’s 's or co-Registrar's request. The Issuers Any exchange or transfer shall be without any charge, except that the Company or any Guarantor may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Registrar may require a Securityholder, among other things, to furnish appropriate endorsements and transfer documents. The Company shall not be required to maketo, and the Registrar need not register, transfers (i) register the transfer or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Securities for a period of 15 days before the date of the mailing of a selection notice of redemption of Securities to be redeemedselected for redemption or (ii) transfer or exchange any Securities so selected for redemption in whole or in part. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Trustee, the Guarantors, the TrusteePaying Agent, each Paying Agent and the Registrar or any co-Registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantorthe Guarantors, the Trustee, a the Paying Agent Agent, the Registrar or the any co-Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Town & Country Corp)

Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix Exhibit A. When a Security Note is presented to the Registrar or Transfer Agent, as the case may be, with a request to register a transfer, the Registrar or the Transfer Agent, as the case may be, shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar or the Transfer Agent, as the case may be, with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee or the Authenticating Agent, upon receipt of an authentication order, shall authenticate Securities Notes at the Registrar’s requestrequest of the Registrar or the Transfer Agent, as the case may be. The Issuers Issuer, Registrar and Transfer Agent may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall Issuer is not be required to make, and register the Registrar need not register, transfers transfer or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or exchange of any Securities Notes (i) for a period of 15 days before prior to any date fixed for the redemption of the Notes, (ii) for a period of 15 days immediately prior to the date fixed for selection of Securities Notes to be redeemedredeemed in part (iii) for a period of 15 days prior to the record date with respect to any interest payment date, or (iv) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer. Prior to the due presentation for registration of transfer of any SecurityNote, the Issuers, the GuarantorsIssuer, the Trustee, each Agent, the Paying Agent, the Transfer Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and (subject to Section 2 of the Notes) interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent, the Transfer Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Note (or its agent) or (b) any Holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book book-entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Intercreditor Agreement (Ferroglobe PLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Note Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Note Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. CG&R DRAFT: 4/21/08 2:36 PM #907342 v26 (RM2X26_.DOC) Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Kerr Group Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the GuarantorsCompany, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantorthe Company, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Millennium Chemicals Inc)

Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of to transfer or exchange any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Commercial Aggregates Transportation & Sales LLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401 of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interestaccrued and unpaid interest and Liquidated Damages, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder holder of a such beneficial interest in such Global Securityinterest, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Supplemental Indenture (Werner Holding Co Inc /Pa/)

Transfer and Exchange. The Securities shall be issued --------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07charges. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or any Securities 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsTrustee, the TrusteePaying Agent, each Paying Agent and the Registrar or any co- registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Borden Chemicals & Plastics Limited Partnership /De/

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co - registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if the same its requirements for such transactions are met; provided, that any Security presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar and the Trustee duly executed by the Holder thereof or by its attorney duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers No service charge shall be made to a Holder for any registration of transfer or exchange of the Securities, but the Company may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or other similar governmental charges in connection with any transfer or exchange charge payable upon exchanges pursuant to Section 2.11, 3.09, 3.11, 8.04 or 10.08 of this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedIndenture). Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co - registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co - registrar shall be affected by notice to the contrary. Any Holder The Issuer and the Registrar shall not be required to register the transfer of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by or to exchange (a) any Security for a period of 15 days next preceding the Holder first mailing of such Global Security (or its agent) notice of redemption of the Securities to be redeemed or (b) any Holder Securities selected, called or being called for redemption in whole or part, except in the case of a beneficial interest in any Security where public notice has been given that such Global Security, and that ownership of a beneficial interest in such Global Security shall be required is to be reflected redeemed in a book entry. All Securities issued upon any transfer or exchange pursuant part, the portion thereof not so to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchangeredeemed.

Appears in 1 contract

Samples: Indenture (Nutritional Sourcing Corp)

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Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities (in the form of Exhibit A or Exhibit B, as appropriate) at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantorsany Subsidiary Guarantor, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Telecorp PCS Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and upon receipt of an Authentication Order the Trustee or its Authenticating Agent shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a Holder to pay a sum sufficient to pay all taxesTaxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to the sending of a selection notice of redemption or of any Securities to be redeemedredeemed or tendered and not withdrawn in connection with a Change of Control or an Asset Sale Offer. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture, the Appendix or under applicable law with respect to any transfer of any interest in any 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 the Appendix. Neither the Trustee nor any of its agents shall have any responsibility or liability for any actions taken or not taken by the depositary with which the Global Security is registered.

Appears in 1 contract

Samples: Supplemental Indenture (CLARIVATE PLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar TRDOCS01/76765.8 with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Berry Plastics Holding Corp)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in 50 connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Subordinated Guarantors, the Trustee, each the Paying Agent Agents, the Transfer Agents and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Subordinated Guarantor, the Trustee, a the Paying Agent Agents, the Transfer Agents or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Intercreditor Agreement (RenPac Holdings Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before prior to a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security (and any applicable Exit Fee) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Aquestive Therapeutics, Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a co-registrar with a request from the Holder of such Securities to register the transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if requested; provided, that every Security presented or surrendered for registration of transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer in form satisfactory to the same requirements are metCompany and the Registrar, duly executed by the Holder thereof or his attorneys duly authorized in writing. To permit registration registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate new Securities evidencing such transfer or exchange at the Registrar’s 's request. No service charge shall be made to the Securityholder for any registration of transfer or exchange. The Issuers Company may require from the Securityholder payment of a sum sufficient to pay all taxes, assessments cover any transfer taxes or other governmental charges charge that may be imposed in connection with any relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to this Section 2.072.10, 3.6, 4.13, 4.15 or 9.5 (in which events the Company will be responsible for the payment of such taxes). The Issuers Trustee shall not be required to make, and exchange or register a transfer of any Security for a period of 15 days immediately preceding the Registrar need not register, transfers or exchanges first mailing of notice of redemption of Securities selected to be redeemed or of any Security selected, called or being called for redemption (except, in the case of Securities any Security where public notice has been given that such Security is to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each Paying Agent and or the Registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security Security, except as provided in the face of such Security, and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a Paying Agent Trustee or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon on any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Credit Agreement (Republic Engineered Steels Inc)

Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. the Appendix. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements (including, among other things, the furnishing of appropriate endorsements and transfer documents) therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. Notwithstanding the foregoing, no exchange of Initial Notes for Exchange Notes 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 Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. The Issuers Company may require payment of a sum sufficient to pay all cover any taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to makeSection 3.06, and the Registrar need not register4.10, transfers 4.15 or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed9.05). Prior to the due presentation for registration of transfer of any SecurityNote, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersCompany, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Appears in 1 contract

Samples: Restricted Notes (Comstock Resources Inc)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and upon receipt of a Company Order, the Trustee shall authenticate Securities at the Registrar’s or co-registrar’s request. The Issuers Issuer or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.06 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 3.06, 4.06, 4.08 and 9.04). The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and Agent, the Registrar and any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to Section 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Subsidiary Guarantor, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (NCR Atleos, LLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06 (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.06, 4.03 or 9.05). The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to Section 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Graftech International LTD)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor of this Indenture are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of any Securities (i) selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities (ii) for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemedredeemed or (iii) between a regular record date and the next succeeding interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (PQ Group Holdings Inc.)

Transfer and Exchange. The Securities shall be issued in --------------------- registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Ace LTD

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar or a Transfer Agent with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar or a Transfer Agent with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each any Paying Agent, any Transfer Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a any Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Credit Agreement (TRW Automotive Holdings Corp)

Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Banctec Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemedredemption of Securities. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: SOUTHERN DEVELOPMENT Co

Transfer and Exchange. The Securities shall be issued in registered form Registered Form and shall be transferable only upon the surrender of a Security for registration of transfer in the Register and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer in the Register as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers No service charge will be made for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to makeUpon any transfer or exchange, the Registrar and the Registrar need not registerTrustee may require a Holder, transfers or exchanges of Securities selected for redemption (exceptamong other things, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedfurnish appropriate endorsements and transfer documents. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the GuarantorsParent Guarantor, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered in the Register as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any the Parent Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Sorrento Therapeutics, Inc.

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of this Indenture and any reasonable regulations prescribed by the Company or the Registrar are met. When Securities (other than Global Securities) are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s requestrequest one or more new Securities of any authorized denominations and of a like aggregate principal amount and tenor. The Issuers No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to pay all cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or other similar governmental charges in connection with charge payable upon exchange not involving any transfer or exchange pursuant to this Section 2.073.07). The Issuers Xxx Xxxxxxxxx shall not be required to makeregister the transfer of or exchange of any Security for a period beginning 15 Business Days before the mailing of a notice of redemption or of an offer to repurchase Securities and ending at the close of business on the date of such mailing, or for a period beginning 15 Business Days before an interest payment date and ending on the Registrar need not registerclose of business on such interest payment date, transfers or exchanges of Securities any Security selected for redemption (exceptin whole or in part, in except the case unredeemed portion of Securities to be any Security being redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each Paying Trustee and any Agent and the Registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of of, and interestany premium and interest on, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a Paying Trustee or any Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such registration of transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Agent Members 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.

Appears in 1 contract

Samples: Indenture (Chesapeake Energy Corp)

Transfer and Exchange. The Securities shall be issued ---------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuers, or the Paying Agent, as applicable, may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, and subject to the provisions of the Securities with respect to record dates, the Issuers, the Note Guarantors, the Trustee, each the Paying Agent and or the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of principal, interest, and interestAdditional Amounts, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Note Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Derby Cycle Corp

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Each Holder that is a transferor of a Security shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Rexnord Corp)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer and the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (New Holding, Inc.)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, or interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture Section shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Bell Atlantic Corp

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. . When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of Securities redemption of Notes to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Guarantorsother Obligors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Guarantorother Obligor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (BPRex Delta Inc.)

Transfer and Exchange. The Securities Debentures shall be issued in registered form and shall be transferable only upon the surrender of a Security Debenture for registration of transfer and in compliance with Appendix A. the Appendix. When a Security Debenture is presented to the Debenture Registrar with a request to register a transfer, the Debenture Registrar shall register the transfer as requested if its requirements therefor therefore are met. When Securities Debentures are presented to the Debenture Registrar with a request to exchange them for an equal principal amount of Securities Debentures of other denominations, the Debenture Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities Debentures at the Debenture Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Debenture Registrar need not register, register transfers or exchanges of Securities Debentures selected for redemption (except, in the case of Securities Debentures to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Debentures for a period of 15 days before a selection of Securities Debentures to be redeemed. Prior to the due presentation for registration of transfer of any SecurityDebenture, the IssuersCompany, the GuarantorsGuarantor, the Trustee, each the Paying Agent and the Debenture Registrar may deem and treat the Person in whose name a Security Debenture is registered as the absolute owner of such Security Debenture for the purpose of receiving payment of principal of and interest, if any, any on such Security Debenture and for all other purposes whatsoever, whether or not such Security Debenture is overdue, and none of the IssuersCompany, any the Guarantor, the Trustee, a the Paying Agent Agent, or the Debenture Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security Debenture shall, by acceptance of such beneficial interestGlobal Debenture, agree that transfers of beneficial interests interest in such Global Security Debenture may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security Debenture (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityDebenture, and that ownership of a beneficial interest in such Global Security Debenture shall be required to be reflected in a book entry. All Securities Debentures issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Debentures surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Millennium Chemicals Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other authorized denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other authorized governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. None of the Trustee, Registrar or Paying Agent shall have any responsibility for any actions taken or not taken by the Depository.

Appears in 1 contract

Samples: Collateral Agreement (Verso Paper Holdings LLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are metduly authorized or accompanied by a written instrument of transfer, by the Holder. The Registrar may require the assurances set forth in Section 8-402 of the Uniform Commercial Code that any endorsement is genuine and effective. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Corporation shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Corporation may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07charges. The Issuers Corporation shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before a payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCorporation, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCorporation, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Collateral Security Agreement (Ampex Corp /De/)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Holdings shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Holdings may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers Holdings shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsHoldings, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorHoldings, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Peninsula Cellular Services Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a U.S. Global Security shall, by acceptance of such beneficial interestGlobal Note, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security), and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall Section 2.06 will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Neenah Foundry Co

Transfer and Exchange. The Securities Notes shall be issued in registered form and shall be transferable only upon the surrender of a Security Note for registration of transfer and in compliance with Appendix A. When a Security Note is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Securities Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities Notes at the Registrar’s request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities Notes selected for redemption (except, in the case of Securities Notes to be redeemed in part, the portion thereof not to be redeemed) or of any Securities Notes for a period of 15 days before a selection of Securities Notes to be redeemed. Prior to the due presentation for registration of transfer of any SecurityNote, the IssuersIssuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security Note is registered as the absolute owner of such Security Note for the purpose of receiving payment of principal of and interest, if any, on such Security Note and for all other purposes whatsoever, whether or not such Security Note is overdue, and none of the IssuersIssuer, any Guarantorthe Subsidiary Guarantors, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder holder of a beneficial interest in a Global Security Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security Note may be effected only through a book-entry system maintained by (a) the Holder holder of such Global Security Note (or its agent) or (b) any Holder holder of a beneficial interest in such Global SecurityNote, and that ownership of a beneficial interest in such Global Security Note shall be required to be reflected in a book entry. All Securities Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Supplemental Indenture (Mariner, LLC)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. this Indenture. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominationsdenominations and of a like aggregate Principal Amount at Maturity and tenor, the Registrar shall Regxxxxxx 00 xxall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsIssuer, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving any payment of principal of and on such Security (including interest, if the Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event and Contingent Interest and Defaulted Interest, if any, on such Security ) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of a beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Starwood Hotel & Resorts Worldwide Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the mailing of a selection notice of redemption of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersIssuer, the Note Guarantors, the Trustee, each the Paying Agent Agent, and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersIssuer, any Note Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Seagate Technology Malaysia Holding Co Cayman Islands

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or transfers or exchanges of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, accrued and unpaid interest (if any, ) on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Argo Tech Corp)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Registrar shall register record in the Securities Register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met, and thereupon one or more new Securities in the same aggregate principal amount shall be issued to the designated assignee or transferee and the old Security will be returned to the Company. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested requested, in the same manner, if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before the making of a selection notice of redemption of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Friendly Ice Cream Corp

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are metduly authorized or accompanied by a written instrument of transfer, by the Holder. The Registrar may require the assurances set forth in Section 8-402 of the Uniform Commercial Code that any indorsement is genuine and effective. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Corporation shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers Corporation may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07charges. The Issuers Corporation shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedredeemed or 15 days before an interest payment date. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCorporation, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCorporation, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any Furthermore, any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security Depositary (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such the Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Ampex Corp /De/

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender (a) To permit registrations of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfertransfers, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Corporation shall execute and the Debenture Trustee shall authenticate Definitive Securities and Global Securities at the Registrar’s requestrequest of the security registrar for the Securities. The Issuers All Definitive Securities and Global Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Corporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Securities or Global Securities surrendered upon such registration of transfer or exchange. No service charge shall be made to a holder for any registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to pay all taxes, assessments cover any transfer tax or other similar governmental charges charge payable in connection with any transfer or exchange pursuant to this Section 2.07therewith. The Issuers Corporation shall not be required to make(i) issue, register the transfer of or exchange Securities during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the Registrar need not register, transfers close of business on the day of such mailing; or exchanges (ii) register the transfer of or exchange any Securities selected for redemption (in whole or in part except, in the case of any Securities to be being redeemed in part, the any portion thereof not to be redeemed) or redeemed (for the avoidance of any Securities for a period of 15 days before a selection of Securities doubt, nothing in this Section 2.06 shall affect the Corporation's obligation to be redeemedcomply with Section 17.01 hereof). Prior to due presentment for the due presentation for registration of a transfer of any Security, the IssuersDebenture Trustee, the Guarantors, Corporation and any agent of the Trustee, each Paying Agent and Debenture Trustee or the Registrar Corporation may deem and treat the Person in whose name a any Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, Interest on such Security and for all other purposes whatsoever, whether or not such Security is overdueSecurities, and none of the Issuers, any GuarantorDebenture Trustee, the Trustee, a Paying Agent Corporation and any agents of the Debenture Trustee or the Registrar Corporation shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (American Home Mortgage Investment Corp)

Transfer and Exchange. The Securities shall be issued in --------------------- registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company and Sub Co-Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company and Sub Co-Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company and Sub Co-Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, Sub Co-Issuer, the Subsidiary Guarantors, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and (subject to paragraph 2 of the Securities) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, Sub Co-Issuer, any Subsidiary Guarantor, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Armkel LLC

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements require-ments are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. The Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the Guarantors, the Trustee, each Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any Guarantor, the Trustee, a Paying Agent or the Registrar Reg-istrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial ben-eficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture Inden-ture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities Se-curities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Supplemental Indenture (Albertsons Companies, Inc.)

Transfer and Exchange. The Securities shall be issued --------------------- in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. the Appendix. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(l) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities (in the form of Exhibit A or Exhibit B, as appropriate) at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.072.06. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the IssuersCompany, the Guarantorsany Subsidiary Guarantor, the Trustee, each the Paying Agent and the Registrar may deem and will treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the IssuersCompany, any Subsidiary Guarantor, the Trustee, a the Paying Agent Agent, or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Telecorp Tritel Holding Co

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. this Indenture. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a)(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominationsdenominations and of a like aggregate Principal Amount at Maturity and tenor, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any such transfer or exchange pursuant to this Section 2.07Section. The Issuers Issuer shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsIssuer, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving any payment of principal of and on such Security (including interest, if the Securities have been converted into semi-annual coupon notes following the occurrence of a Tax Event and Contingent Interest and Defaulted Interest, if any, on such Security ) and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorIssuer, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of a beneficial interests interest in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book book-entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Starwood Hotels & Resorts)

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar or a co-registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(1) of the Uniform Commercial Code are met. When Securities are presented to the Registrar or a co-registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's or co-registrar's request. The Issuers No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07. The Issuers shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemedSection. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and Agent, the Registrar or any co-registrar may deem and treat the Person person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. Any The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of a such Global Note for all purposes under the Indenture. Accordingly, any such owner's beneficial interest in a Global Security shallNote will be shown only on, by acceptance and the transfer of such beneficial interest, agree that transfers of beneficial interests in such Global Security may interest shall be effected only through a book-entry system through, records maintained by the Depositary or its nominee. A beneficial interest in a Global Note may not be exchanged for a Note in certificated form unless (ai) such Depositary (A) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered as such under the Exchange Act, and in either case the Company fails to appoint a successor Depositary, (ii) the Holder Company executes and delivers to the Trustee a request stating that it elects to cause the issuance of the Securities in certificated form and that all Global Securities shall be exchanged in whole for Securities that are not Global Securities (in which case such Global Security (or its agentexchange shall be effected by the Trustee) or (biii) there shall have occurred and be continuing an Event of Default with respect to such Global Securities. In all cases Certificated Securities delivered in exchange for any Holder Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Any Certificated Note issued in exchange for an interest in a Global Note will bear the legend restricting transfers that is borne by such Global Note. If any beneficial interest in a Global Note is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Registrar, for exchange or cancellation as provided in this Article 2. If any beneficial interest in a Global Note is to be exchanged for other Securities or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (i) such beneficial interest in a Global SecurityNote shall be so surrendered for exchange or cancellation as provided in this Article 2 or (ii) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, and that ownership or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Registrar, whereupon the Trustee shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Note (or any portion thereof) to or upon the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Issuer shall promptly make available to the Trustee a reasonable supply of Securities that are not in the form of Global Security Securities. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article 2. Certificated Securities, which will be issued in certificated form, may not be exchanged for beneficial interests in any Global Note unless such exchange occurs in connection with a transfer of such Certificated Securities that complies with the transfer restrictions applicable to such Certificated Securities. The Company shall not be required to (i) issue, register the transfer of, or exchange Securities during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities and ending at the close of business on the day of such mailing, or (ii) register, in whole or in part, except the unredeemed portion of any Security being redeemed in part. Securities shall be reflected in a book entrytransferred or exchanged without cost to the Securityholder, except for any stamp or other tax or governmental charge required to be paid with respect to such transfer or exchange. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Hgu Investments Inc

Transfer and Exchange. The Securities shall be issued in registered form and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its the requirements therefor of Section 8-401(a) of the Uniform Commercial Code are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s 's request. The Issuers Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges in connection with any transfer or exchange pursuant to this Section 2.07Section. The Issuers Company shall not be required to make, make and the Registrar need not register, register transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days before a selection of Securities to be redeemed. Prior to the due presentation for registration of transfer of any Security, the Issuers, the GuarantorsCompany, the Trustee, each the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuers, any GuarantorCompany, the Trustee, a the Paying Agent or the Registrar shall be affected by notice to the contrary. Any Holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interestGlobal Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (ai) the Holder of such Global Security (or its agent) or (bii) any Holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry. All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall will evidence the same debt and shall will be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

Appears in 1 contract

Samples: Indenture (Evenflo Co Inc)

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