General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request. (ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture). (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02. (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 10 contracts
Sources: Supplemental Indenture (Cco Holdings LLC), Supplemental Indenture (Cco Holdings LLC), Twentieth Supplemental Indenture (Cco Holdings LLC)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the RegistrarCompany’s requestorder.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.06, 4.14 and Section 9.05 of the Base Indenture9.04).
(iii) The Registrar shall not be required to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Company and the Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection or (B) to register the transfer of or to exchange any Note between a record date and so selected for redemption in whole or in part, except the next succeeding interest payment dateunredeemed portion of any Note being redeemed in part.
(vi) Prior to due presentment for the registration of a transfer of any Note, the The Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of Subject to compliance with any applicable additional requirements contained in this Article, when a Note agrees is presented to indemnify the Issuers Registrar with a request to register a transfer thereof or to exchange such Note for an equal principal amount of Notes of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested; provided, however, that every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate, each in the form included in Exhibit A attached hereto and in form satisfactory to the Registrar and each duly executed by the Holder thereof or its attorney duly authorized in writing. To permit registration of transfers and exchanges, upon surrender of any Note for registration of transfer or exchange at an office or agency maintained for such purpose pursuant to Section 2.03, the Company shall execute, and the Trustee against any liability that may result from shall authenticate, Notes of a like aggregate principal amount at the transfer, exchange or assignment of such HolderRegistrar’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities lawrequest.
(x) Any Registrar appointed pursuant to Section 2.03 shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery by such Registrar of Notes upon transfer or exchange of Notes.
(xi) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or other 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xixii) Neither None of the Company, the Trustee nor or any Paying Agent shall have any responsibility or liability for any actions taken aspect of the records relating to, or not taken payments made on account of or transfers of, beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
(xiii) None of the Company, the Trustee or the Registrar shall have any liability for any acts or omissions of the Depositary, for any Depositary records of beneficial interests, for any transaction between the Depositary or any Participant and/or beneficial owners, for any transfers of beneficial interests in the Notes, or in respect of any transfers effected by the DepositaryDepositary or by any Participant or any beneficial owner of any interest in any Notes held through any such Participant.
Appears in 6 contracts
Sources: Indenture (Cinemark Usa Inc /Tx), Indenture (Cinemark Holdings, Inc.), Indenture (Cinemark Usa Inc /Tx)
General Provisions Relating to Transfers and Exchanges. (i) Subject to the other provisions of this Section 2.9, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes 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 or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.
(ii) To permit registrations of transfers and exchangesexchanges and subject to the other terms and conditions of this Article II, the Issuers shall Issuer will execute and upon Issuer Order the Trustee shall will authenticate Global and make available for delivery Certificated Notes and Definitive Notes upon the Issuers’ order or Global Notes, as applicable, at the Registrar’s or co-Registrar’s request.
(iiiii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments or similar governmental charge charges payable upon exchange or transfer pursuant to Section 2.10 hereof and 3.8, Section 9.05 of the Base Indenture3.9, Section 5.1 or Section 9.5).
(iiiiv) The Registrar or co-Registrar shall not be required to register the transfer of or exchange of (x) any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date and (y) any Note selected for redemption in whole repurchase or in partredemption, except the unrepurchased or unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuersthereof, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeif any.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to the due presentment presentation for the registration of a transfer of any Note, the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any Agent and the Issuers co-Registrar may deem and treat the Person in whose name any a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes Note and for all other purposespurposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any Agent co-Registrar or the Issuers Note Custodian shall be affected by notice to the contrary.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
(vii) The Subject to Section 2.7 and this Section 2.9, in connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Issuer shall execute, and upon Issuer Order the Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted make available for delivery to the Registrar pursuant to this Section 2.06 to effect exchanging Holder, a registration of transfer or exchange may be submitted by facsimilenew Certificated Note representing the principal amount not so exchanged.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 6 contracts
Sources: Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv), Indenture (Cemex Sab De Cv)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations The Company shall cause the Trustee to keep, so long as it is the Security Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the register maintained in such office or in any other office or agency designated pursuant to Section 10.2 being herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as the Security Registrar may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee shall initially be the “Security Registrar” for the purpose of registering Securities and exchangestransfers of Securities as herein provided. The Company may change the Security Registrar or appoint one or more co-Security Registrars without notice.
(ii) Upon surrender for registration of transfer of any Security at the office or agency of the Company designated pursuant to Section 10.2, the Issuers Company shall execute execute, and the Trustee shall authenticate Global Notes and Definitive Notes upon make available for delivery, in the Issuers’ order name of the designated transferee or at transferees, one or more new Securities of the Registrar’s requestsame series of any authorized denomination or denominations, of a like aggregate principal amount.
(iiiii) Furthermore, any Holder of a Global Security shall, by acceptance of such Global Security, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by the Holder of such Global Security (or its agent), and that ownership of a beneficial interest in a Security shall be required to be reflected in a book entry.
(iv) At the option of the Holder, Securities may be exchanged for other Securities of any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, Securities which the Holder making the exchange is entitled to receive.
(v) All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same Indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.
(vi) Every Security presented or surrendered for registration of transfer, or for exchange, repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.
(vii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer transfer, exchange or exchangeredemption of Securities, but the Issuers may require payment of a sum sufficient to cover except for any transfer tax or similar other governmental charge payable that may be imposed in connection therewith (therewith, other than any such transfer taxes or similar governmental charge payable upon exchange or transfer exchanges pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)Sections 3.3, 3.4, 3.5, 9.6, 10.12, 10.13 or 11.8 not involving any transfer.
(iiiviii) The Registrar Company shall not be required (a) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Securities selected for redemption under Section 11.4 and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Securities being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 6 contracts
Sources: Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp), Indenture (Bally Total Fitness Holding Corp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.02, 2.10, 3.06, 4.11, 4.16 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note or portion of a Note selected for redemption or repurchase in whole or in part, except the unredeemed or unrepurchased portion of any Note being redeemed or repurchased in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note for a period of 15 days before a selection of Notes to be redeemed or repurchased or during the period between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Registrar pursuant to this Section 2.06 or Section 2.16 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 4 contracts
Sources: Indenture (Charter Communications Inc /Mo/), Indenture (CCH Ii Capital Corp), Indenture (Charter Communications Inc /Mo/)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Issuer Order in accordance with Section 2.02 hereof or at the Note Registrar’s request.
(ii2) No service charge shall will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 3.04, 9.03 and Section 9.05 of the Base Indenture11.02 hereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv3) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v4) The Neither the Note Registrar nor the Issuers shall not will be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi5) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii6) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.02 hereof.
(viii7) All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 2.06 3.11 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) 8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 3 contracts
Sources: Indenture (Clearwire Corp /DE), Note Purchase Agreement (Clearwire Corp /DE), Note Purchase Agreement (Sprint Nextel Corp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes and Definitive Notes upon receipt of a written order signed by an Officer of the Issuers’ order Issuer or at the Registrar’s 's written request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer solely pursuant to Section 2.10 hereof and Section 3.06, 3.10 or 9.05 of the Base Indenturehereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Definitive Notes and Definitive Global Notes issued upon any registration of transfer or exchange of Global Definitive Notes or Definitive Global Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Definitive Notes or Definitive Global Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Issuer shall not be required to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 3.03 hereof and ending at the close of business on the day of such mailing, or to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any such Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, subject to the provisions of this Indenture and none the Notes relating to record dates for the payment of interest, and neither the Trustee, any Agent or nor the Issuers Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Definitive Notes and Definitive Global Notes in accordance with the provisions of Section 2.022.02 hereof.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder Note or Notes issued upon any registration of transfer or exchange of any Note, or pursuant to Section 2.10, 3.06 or 3.10(g) hereof, shall be issued in denominations of $1,000 or integral multiples thereof, except that not more than one (1) new Note so being issued in respect of the Note being surrendered (the "surrendered Note") may be in a denomination that is not $1,000 or an integral multiple thereof. Notes may not be surrendered for combination into a Note agrees to indemnify the Issuers and the Trustee against any liability with a principal amount that may result from the transfer, exchange is not $1,000 or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) an integral multiple thereof. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 3 contracts
Sources: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes and Definitive Notes upon receipt of a written order signed by an Officer of the Issuers’ order Issuer or at the Registrar’s 's written request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer solely pursuant to Section 2.10 hereof and Section 3.06, 3.10 or 9.05 of the Base Indenturehereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Definitive Notes and Definitive Global Notes issued upon any registration of transfer or exchange of Global Definitive Notes or Definitive Global Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Definitive Notes or Definitive Global Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Issuer shall not be required to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 3.03 hereof and ending at the close of business on the day of such mailing, or to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any such Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, subject to the provisions of this Indenture and none the Notes relating to record dates for the payment of interest, and neither the Trustee, any Agent or nor the Issuers Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Definitive Notes and Definitive Global Notes in accordance with the provisions of Section 2.022.02 hereof.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) . The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 3 contracts
Sources: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Upon surrender for registration of transfers and exchangestransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, the Issuers Company shall execute execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Notes Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Securities surrendered upon the Issuers’ order such registration of transfer or at the Registrar’s request.
(ii) exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar 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 mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 3 contracts
Sources: Indenture (Hubco Inc), Indenture (Hubco Inc), Indenture (United National Bancorp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Subject to the other provisions of transfers this Indenture regarding restrictions on transfer, and exchangesauthentication, upon surrender for registration of transfer of any Note at any office or agency of the Company designated pursuant to Section 5.02 for such purpose, the Issuers Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations, of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount and Stated Maturity, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Company and the Guarantors shall execute and the Trustee shall authenticate Global and deliver, the Notes which the Holder making the exchange is entitled to receive. All Notes (including the accompanying Guarantees) issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company and Definitive the Guarantors, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes (including the accompanying Guarantees) surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuers’ order Company or at the Registrar’s request.
(iiTrustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange of Notes, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith with any registration of transfer or exchange of Notes (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 3.04, 4.08, 5.16, 5.18 and Section 9.05 10.06 hereof). Neither the Company nor the Trustee nor any agent of either shall be required (i) to issue, authenticate, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the Base Indenture).
mailing of a notice of redemption hereunder and ending at the close of business on the day of the mailing of a notice of redemption of Notes selected for redemption, or (iiiii) The Registrar shall not be required to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 3 contracts
Sources: Indenture (Grupo TMM Sa), Indenture (Grupo TMM Sa), Indenture (TMM Holdings Sa De Cv)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 4.12 and Section 9.05 of the Base Indenture9.5 hereof).
(ii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same Indebtedness, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.
(iii) Neither the Registrar nor the Issuer shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 11.2 hereof and ending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding Interest Payment Date.
(iv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes, in each case regardless of any notice to the contrary.
(v) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.
(vi) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Issuer and to act in accordance with such letter.
(vii) To permit registrations of transfers and exchanges, the Issuer shall execute, and the Trustee shall authenticate, Global Notes and Definitive Notes upon the Issuer’s order or at the Registrar’s request.
(viii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(viiix) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.2.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Boardwalk Pipelines Lp), Indenture (Boardwalk Pipeline Partners, LP)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall will execute and the Trustee shall or an Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon the Issuers’ order receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii) . No service charge shall will be made by the Issuers or the Registrar to a Holder of a beneficial interest Book-Entry Interest in a Global Note, a Holder of a Global Note or to a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer stamp duty, stamp duty reserve, documentary or other similar tax or similar governmental charge payable that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.06, 4.07 and Section 9.05 of the Base Indenture4.11 hereof).
(iii) The . No Transfer Agent or Registrar shall not will be required to register the transfer of or exchange of any definitive registered Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) . All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes shall will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.
(v) . The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) . All certifications, certificates and Opinions of Counsel required to be submitted to the Issuers, the Trustee or the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimilefacsimile with originals to be delivered as soon as practicable thereafter to the Trustee.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Ardagh Metal Packaging S.A.), Senior Secured Indenture (Ardagh Metal Packaging S.A.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes Securities and Definitive Notes Securities upon the Issuers’ Company’s order or at the Registrar’s request.
(ii2) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Security or to a Holder of a Definitive Note Security for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 8.05 and Section 9.05 of the Base Indenture10.06).
(iii3) The All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange.
(4) None of the Company, the Trustee or the Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Note Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption under Section 10.03 and ending at the close of business on such day or (B) to register the transfer of or to exchange any Securities so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv5) All Global Notes and Definitive Notes issued upon any Prior to the due presentation for registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Company, the Guarantor, the Trustee, any the Paying Agent and or the Issuers Registrar may deem and treat the Person in whose name any Note a Security is registered as the absolute owner of such Note Security for the purpose of receiving any payment of principal of and interest on such Notes Security and for all other purposespurposes whatsoever, whether or not such Security is overdue, and none of the Company, the Guarantor, the Trustee, any the Paying Agent or the Issuers Registrar shall be affected by notice to the contrary.
(vii6) The Trustee shall authenticate Global Notes Securities and Definitive Notes Securities upon receipt of a written order of the Company signed by one of its Officers and in accordance with the other provisions of Section 2.022.02 to the extent applicable.
(viii7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ Company’s order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section Sections 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Company nor the Registrar shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental the Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(xii) Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 2 contracts
Sources: First Supplemental Indenture (Wyndham Worldwide Corp), First Supplemental Indenture (Wyndham Hotels & Resorts, Inc.)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.09, 4.11, 4.16 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note Security agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note Security in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global NoteSecurity) 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(xii) Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 2 contracts
Sources: Indenture (Cco Holdings Capital Corp), Indenture (CCH Ii Capital Corp)
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants upon the Issuers’ Company's order or at the Warrant Registrar’s 's request.
(iib) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Warrant or to a Holder holder of a Definitive Note Warrant for any registration of transfer or exchange, but the Issuers Holder shall be responsible for any transfer taxes, documentary stamp taxes or similar governmental charges imposed with respect to any transfer of a beneficial interest in a Global Warrant or Definitive Warrant and the Company may require payment of a sum sufficient to cover any transfer such tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)therewith.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(ivc) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations duly authorized, executed and issued Warrants for Common Stock of the IssuersCompany, evidencing the same debtnot subject to any preemptive rights, and entitled to the same benefits under this Supplemental IndentureWarrant Agreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vid) Prior to due presentment for the registration of a transfer of any NoteWarrant, the TrusteeWarrant Agent, any Agent and the Issuers Company may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and Warrant for all other purposes, purposes and none of neither the Trustee, any Warrant Agent or nor the Issuers Company shall be affected by notice to the contrary.
(viie) The Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements 3.4 hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Warrant Agreement (Magellan Health Services Inc), Warrant Agreement (Magellan Health Services Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Upon surrender for registration of transfers and exchangestransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.2, the Issuers Company shall execute execute, and the Trustee shall authenticate Global Notes and Definitive Notes make available for delivery, in the name of the designated transferee or transferees, one or more new Securities of the same series of a like aggregate principal amount. At the option of the holder, Securities may be exchanged for other Securities of the same series of a like aggregate principal amount, upon surrender of the Issuers’ order or Securities to be exchanged at the Registrar’s request.
office or agency identified above. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange (iiif so required by the Company or the Trustee) shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by the holder thereof or such holder's attorney duly authorized in writing. 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 Company, 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 of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar 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 mailing of a notice of prepayment or any notice of selection of Securities for prepayment under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Note Security so selected for redemption prepayment in whole or in part, except the unredeemed portion of any Note Security being redeemed prepaid in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (New York Bancorp Capital Trust), Indenture (Life Financial Capital Trust)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Holdings shall execute and the Trustee Warrant Agent shall authenticate Global Notes Warrants and Definitive Notes Warrants upon the Issuers’ Holdings' order or at the Warrant Registrar’s 's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Warrant or to a Holder holder of a Definitive Note Warrant for any registration of transfer or exchange, but the Issuers Holdings may require payment by a holder of a beneficial interest in a Global Warrant or a holder of a Definitive Warrant of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture3.10 hereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations duly authorized, executed and issued warrants for Class A Common Stock of the IssuersHoldings, evidencing the same debtnot subject to any preemptive rights, and entitled to the same benefits under this Supplemental IndentureWarrant Agreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(viiv) Prior to due presentment for the registration of a transfer of any NoteWarrant, the TrusteeWarrant Agent, any Warrant Paying Agent and the Issuers Holdings may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note Warrant for the purpose of receiving payment of principal of and interest on such Notes Warrants and for all other purposes, and none of the TrusteeWarrant Agent, any Warrant Paying Agent or the Issuers Holdings shall be affected by notice to the contrary.
(viiv) The Trustee Warrant Agent shall authenticate Global Notes Warrants and Definitive Notes Warrants in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements 3.2 hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Warrant Agreement (Xm Satellite Radio Holdings Inc), Warrant Agreement (Xm Satellite Radio Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of a Company Order for authentication thereof in accordance with Section 303 of the Issuers’ order Base Indenture or at the Security Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 304, 305, 306, 1106 and Section 9.05 1307 of the Base Indenture).
(iii) The Registrar Company shall not be required (1) to issue, to register the transfer of or to exchange any Subordinated Notes during a period beginning at the opening of business 15 days before the day of any selection of Subordinated Notes for redemption under Section 203 hereof and ending at the close of business on the day of selection or (2) to register the transfer of or to exchange a Subordinated Note between a Record Date (as defined in the Subordinated Notes) with respect to such Subordinated Note and the next succeeding Interest Payment Date with respect to such Subordinated Note.
(iv) Neither the Security Registrar nor the Company shall be required to register the transfer of or exchange any Subordinated Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(ivv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental the Subordinated Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Subordinated Note, the Trustee, any Paying Agent and the Issuers Company may deem and treat the Person in whose name any Subordinated Note is registered as the absolute owner of such Subordinated Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Subordinated Notes and for all other purposes, and none of the Trustee, any Paying Agent or the Issuers Company shall be affected by notice to the contrary.
(vii) The Upon surrender for registration of transfer of any Subordinated Note at the office or agency of the Company designated pursuant to Section 1202 of the Base Indenture, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Subordinated Notes of any authorized denomination or denominations of a like aggregate principal amount.
(viii) At the option of the Holder, Subordinated Notes may be exchanged for other Subordinated Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Subordinated Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02303 of the Base Indenture.
(viiiix) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 2.06 204 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange facsimile or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities lawe-mail.
(x) Neither the Trustee nor any Paying Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
(xi) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental the Subordinated Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental the Subordinated Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Citizens Financial Group Inc/Ri), Subordinated Indenture (Citizens Financial Group Inc/Ri)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimileelectronic mail.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such HolderH▇▇▇▇▇’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Supplemental Indenture (Cco Holdings LLC), Supplemental Indenture (Cco Holdings LLC)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Indenture Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ ' order or at the Registrar’s 's request.
(ii) No service charge shall be made to a Holder an owner of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)therewith.
(iii) The Registrar shall not be required to register the transfer of or exchange of any Senior Note selected for redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required (A) to issue, to register the transfer of or to exchange any Senior Notes during a period beginning at the opening of business 15 days before the day of any selection of Senior Notes for redemption under Section 14.03 and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Senior Note so selected for redemption in whole or in part, except the unredeemed portion of any Senior Note being redeemed in part, or (C) to register the transfer of or to exchange a Senior Note between a record date Record Date and the next succeeding interest payment dateSenior Note Payment Date.
(vi) Prior to due presentment for the registration of a transfer of any Senior Note, the Indenture Trustee, any Agent the Paying Agent, the Registrar and the Issuers may deem and treat the Person in whose name any such Senior Note is registered as the absolute owner of such Senior Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Senior Notes and for all other purposes, and none of the Indenture Trustee, any Agent the Paying Agent, the Registrar or the Issuers shall be affected by notice to the contrary.
(vii) The Indenture Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.03.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Williams Communications Group Inc), Indenture (Williams Companies Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes and Definitive Notes upon receipt of a written order signed by an Officer of the Issuers’ order Issuer or at the Registrar’s 's written request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer solely pursuant to Section 2.10 hereof and Section 3.06, 3.10 or 9.05 of the Base Indenturehereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Definitive Notes and Definitive Global Notes issued upon any registration of transfer or exchange of Global Definitive Notes or Definitive Global Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Definitive Notes or Definitive Global Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Issuer shall not be required to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 3.03 hereof and ending at the close of business on the day of such mailing, or to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, or to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any such Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, subject to the provisions of this Indenture and none the Notes relating to record dates for the payment of interest, and neither the Trustee, any Agent or nor the Issuers Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Definitive Notes and Definitive Global Notes in accordance with the provisions of Section 2.022.02 hereof.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder Note or Notes issued upon any registration of transfer or exchange of any Note (other than Secondary Notes), or pursuant to Section 2.10, 3.06 or 3.10(g) hereof, shall be issued in denominations of $1,000 or integral multiples thereof, except that not more than one (1) new Note so being issued in respect of the Note being surrendered (the "surrendered Note") may be in a denomination that is not $1,000 or an integral multiple thereof. Notes (other than Secondary Notes) may not be surrendered for combination into a Note agrees to indemnify the Issuers and the Trustee against any liability with a principal amount that may result from the transfer, exchange is not $1,000 or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) an integral multiple thereof. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Pg&e National Energy Group Inc), Indenture (Pg&e National Energy Group Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes Debentures and Definitive Notes Debentures upon the Issuers’ Company's order or at the Registrar’s 's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Debenture or to a Holder of a Definitive Note Debenture for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 4.09 and Section 9.05 of the Base Indenturehereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes Debentures and Definitive Notes Debentures issued upon any registration of transfer or exchange of Global Notes Debentures or Definitive Notes Debentures shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes Debentures or Definitive Notes Debentures surrendered upon such registration of transfer or exchange.
(viv) The Issuers Company shall not be required to register the transfer of or to exchange a Note Debenture between a record date and the next succeeding interest payment dateInterest Payment Date.
(viv) Prior to due presentment for the registration of a transfer of any NoteDebenture, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note Debenture is registered as the absolute owner of such Note Debenture for the purpose of receiving payment of principal of and interest on such Notes Debentures and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(viivi) The Trustee shall authenticate Global Notes Debentures and Definitive Notes Debentures in accordance with the provisions of Section 2.022.02 hereof.
(viiivii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Standard Motor Products Inc), Indenture (Standard Motor Products Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes Securities and Definitive Notes Securities upon the Issuers’ Company’s order or at the Registrar’s request.
(ii2) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Security or to a Holder of a Definitive Note Security for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 8.05 and Section 9.05 of the Base Indenture10.06).
(iii3) The All Global Securities and Definitive Securities issued upon any registration of transfer or exchange of Global Securities or Definitive Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Securities or Definitive Securities surrendered upon such registration of transfer or exchange.
(4) None of the Company, the Trustee or the Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Note Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption under Section 10.03 and ending at the close of business on such day or (B) to register the transfer of or to exchange any Securities so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv5) All Global Notes and Definitive Notes issued upon any Prior to the due presentation for registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Company, the Guarantor, the Trustee, any the Paying Agent and or the Issuers Registrar may deem and treat the Person in whose name any Note a Security is registered as the absolute owner of such Note Security for the purpose of receiving any payment of principal of and interest on such Notes Security and for all other purposespurposes whatsoever, whether or not such Security is overdue, and none of the Company, the Guarantor, the Trustee, any the Paying Agent or the Issuers Registrar shall be affected by notice to the contrary.
(vii6) The Trustee shall authenticate Global Notes Securities and Definitive Notes Securities upon receipt of a written order of the Company signed by one of its Officers and in accordance with the other provisions of Section 2.022.02 to the extent applicable.
(viii7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) 8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between Global Security or among Depositary Participants or beneficial owners of interests in any Global Note) Definitive Security other than to require delivery of such certificates and other documentation or evidence as are is expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form conformity with the express requirements hereof.
(xi9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Corporation shall execute and the Debenture Trustee shall authenticate Definitive Junior Subordinated Debentures and Global Notes and Definitive Notes upon the Issuers’ order or Junior Subordinated Debentures at the Registrar’s request.
(ii) request of the Debenture registrar for the Junior Subordinated Debentures. All Definitive Junior Subordinated Debentures and Global Junior Subordinated Debentures issued upon any registration of transfer or exchange of Definitive Junior Subordinated Debentures or Global Junior Subordinated Debentures shall be the valid obligations of the Corporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Junior Subordinated Debentures or Global Junior Subordinated Debentures surrendered upon such registration of transfer or exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Corporation may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar Corporation shall not be required to (i) issue, register the transfer of or exchange Junior Subordinated Debentures during a period beginning at the opening of business 15 days before the day of mailing of a notice of prepayment or any notice of selection of Junior Subordinated Debentures for prepayment under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Note Junior Subordinated Debenture so selected for redemption prepayment in whole or in part, except the unredeemed portion of any Note Junior Subordinated Debenture being redeemed prepaid in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) . Prior to due presentment for the registration of a transfer of any NoteJunior Subordinated Debenture, the Debenture Trustee, the Corporation and any Agent and agent of the Issuers Debenture Trustee or the Corporation may deem and treat the Person in whose name any Note Junior Subordinated Debenture is registered as the absolute owner of such Note Junior Subordinated Debenture for the purpose of receiving payment of principal of and premium, if any, and interest on such Notes and for all other purposesJunior Subordinated Debentures, and none of the Debenture Trustee, the Corporation and any Agent agents of the Debenture Trustee or the Issuers Corporation shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) . Each Holder holder of a Note Junior Subordinated Debenture agrees to indemnify the Issuers Corporation and the Debenture Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note holder's Junior Subordinated Debenture in violation of any provision of this Supplemental Indenture and/or applicable United States Federal federal or state securities law.
(x) laws. The Debenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note Junior Subordinated Debenture (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global NoteJunior Subordinated Debenture) 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Mainstreet Bankgroup Inc), Indenture (Mainstreet Bankgroup Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchangesexchanges effected in accordance with this Indenture, the Issuers Company shall execute and the Trustee shall authenticate the Global Notes Note and any Definitive Notes upon the Issuers’ order or at the Registrar’s 's request.
. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (iia) issue, register the transfer of or exchange Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Notes under Section 3.02 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. No service charge fee shall be made charged to a any Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchange or transfer exchanges pursuant to Section 2.10 hereof and Section Sections 2.10, 3.06 or 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in parthereof, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes which shall be paid by the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Company). Prior to due presentment to the Trustee for the registration of a the transfer of any Note, the Trustee, any Agent Agent, the Company and the Issuers each Guarantor may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposespurposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent Agent, the Company or the Issuers any Guarantor shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Iron Mountain Inc /De), Indenture (Iron Mountain Inc /De)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Issuer Order or at the Registrar’s 's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but provided that the Issuers Issuer may require a payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge charges payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)therewith.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption that is to be redeemed in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be constitute the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Issuer nor the Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the date of any redemption of Notes under Article III hereof and ending at the close of business on the date of such redemption or (B) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date corresponding thereto.
(vi) Prior to due presentment for the registration of a transfer of any Note, the TrusteeIssuer, the Trustee and any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes and for all other purposes, and none of the TrusteeIssuer, the Guarantors, the Trustee or any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Global Crossing LTD), Indenture (Global Crossing LTD)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ Company’s order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.2, 2.10, 3.7, 3.9 and Section 9.05 of the Base Indenture5.7).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except for the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing or (B) to register the transfer of or to exchange any Note between a record date and so selected for redemption in whole or in part, except the next succeeding interest payment dateunredeemed portion of any Note being redeemed in part.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.2.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global NoteIndirect Participants) 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xix) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Reddy Ice Holdings Inc), Indenture (Reddy Ice Holdings Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Holdings shall execute and the Trustee Warrant Agent shall authenticate Global Notes Warrants and Definitive Notes Warrants upon the Issuers’ Holdings' order or at the Warrant Registrar’s 's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Warrant or to a Holder of a Definitive Note Warrant for any registration of transfer or exchange, but the Issuers Holdings may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)Sections 3.10) hereof.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations duly authorized, executed and issued warrants for Class A Common Stock of the IssuersHoldings, evidencing the same debtnot subject to any preemptive rights, and entitled to the same benefits under this Supplemental IndentureWarrant Agreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(viiv) Prior to due presentment for the registration of a transfer of any NoteWarrant, the TrusteeWarrant Agent, any Agent and the Issuers Holdings may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note Warrant for the purpose of receiving payment of principal of and interest on such Notes Warrants and for all other purposes, and none of the TrusteeWarrant Agent, any Agent or the Issuers Holdings shall be affected by notice to the contrary.
(viiv) The Trustee Warrant Agent shall authenticate Global Notes Warrants and Definitive Notes Warrants in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements 3.2 hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Warrant Agreement (Xm Satellite Radio Holdings Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ ' order or at the Registrar’s 's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.09, 4.11, 4.16 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note for a period of 15 days immediately preceding the redemption of a Note or between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (CCH Ii Capital Corp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.09, 4.11, 4.16 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note for a period of 15 days immediately preceding the redemption of a Note or between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder▇▇▇▇▇▇’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, subject to this Article II, the Issuers Company shall execute and and, upon the Company’s order, the Corporate Trustee or an Authenticating Agent shall authenticate Global Notes Bonds and Definitive Notes upon the Issuers’ order or Certificated Bonds at the Registrar’s request. The Corporate Trustee has been appointed as Registrar with respect to the Bonds.
(iib) No service charge None of the Company, the Trustees, the Paying Agent or the Registrar shall have any responsibility or obligation to any Participant, Indirect Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Bonds or with respect to the delivery to any Participant, Indirect Participant or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Bonds. All notices and communications to be given to the Holders and all payments to be made to a Holder of a beneficial interest in a Global Note Holders under the Bonds and this Forty-first Supplemental Indenture shall be given or made only to a Holder of a Definitive Note for any registration of transfer or exchange, but upon the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 order of the Base Indenture).
registered holders (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes which shall be the valid obligations Depositary or its nominee in the case of the Issuers, evidencing Global Bond). The rights of beneficial owners in the same debt, and entitled Global Bond shall be exercised only through the Depositary subject to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) Applicable Procedures. The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteCompany, the Trustee, any the Paying Agent and the Issuers may deem Registrar shall be entitled to rely and treat shall be fully protected in relying upon information furnished by the Person in whose name Depositary with respect to its members, Participants and any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposesIndirect Participants. The Company, and none of the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Bond for all purposes of this Indenture relating to such Global Bond (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Bond) as the sole holder of such Global Bond and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, the Paying Agent or the Issuers Registrar shall be affected by notice have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Bond, for the contraryrecords of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Bond, for any transactions between the Depositary and any Participant or between or among the Depositary, any such Participant and/or any Indirect Participant, or for any transfers of beneficial interests in any such Global Bond.
(viic) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with Notwithstanding the provisions of Section 2.02.
(viii) All certificationsforegoing, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer Global Bond, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any interest in written certification, proxy or other authorization furnished by any Note Depositary (including any transfers or its nominee), as a Holder, with respect to such Global Bond or shall impair, as between or among such Depositary Participants or beneficial and owners of beneficial interests in any such Global Note) other than to require delivery Bond, the operation of customary practices governing the exercise of the rights of such certificates and other documentation Depositary (or evidence its nominee) as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofHolder of such Global Bond.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Forty First Supplemental Indenture (Northwestern Corp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 Sections 2.10, 3.09, 4.11 and 4.16 hereof and Section 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest (including Special Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(xii) Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 1 contract
Sources: Indenture (Cco Holdings LLC)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ Company’s order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.09, 4.11, 4.16 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Company nor the Registrar shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.. CH\1921617.11
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(xii) Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants upon the Issuers’ Company's order or at the Registrar’s Warrant Agent's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Warrant or to a Holder holder of a Definitive Note Warrant for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base IndentureSections 7 hereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations duly authorized, executed and issued warrants for Common Stock of the IssuersCompany, evidencing the same debtnot subject to any preemptive rights, and entitled to the same benefits under this Supplemental IndentureWarrant Agreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(viiv) Prior to due presentment for the registration of a transfer of any NoteWarrant, the TrusteeWarrant Agent, any Agent and the Issuers Company may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and Warrant for all other purposes, purposes and none of the TrusteeWarrant Agent, any Agent agent or the Issuers Company shall be affected by notice to the contrary.
(viiv) The Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements 3.2 hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ Company’s order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.09 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Company nor the Registrar shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary; provided, however, that (A) the Holder of any Global Note may grant proxies and otherwise authorize any Person, including Depositary Participants and Persons that hold interests in Notes through Depositary Participants, to take any action that such Holder is entitled to take with respect to such Global Note under this Indenture or the Notes; and (B) the Company and the Trustee, and their respective agents, may give effect to any written certification, proxy or other authorization furnished by the Depositary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for the records of, or for any actions taken or not taken by by, the Depositary.
(xii) Notwithstanding anything contained in this Indenture, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Upon surrender for registration of transfers and exchangestransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, the Issuers Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Notes Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Securities surrendered upon the Issuers’ order such registration of transfer or at the Registrar’s request.
(ii) exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar 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 mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Puget Sound Energy Inc)
General Provisions Relating to Transfers and Exchanges. (i1) Subject to the other provisions of this Section 2.08, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes 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 or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.
(2) To permit registrations of transfers and exchangesexchanges and subject to the other terms and conditions of this Article II, the Issuers shall execute Company will execute, and upon an Authentication Order, the Trustee shall will authenticate and make available for delivery, Certificated Notes and Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s or co-Registrar’s request.
(ii3) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company and the Trustee may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)therewith.
(iii4) The Registrar or co-Registrar shall not be required to register the transfer of or exchange of (x) any Note for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date and (y) any Note selected for redemption in whole repurchase or in partredemption, except the unrepurchased or unredeemed portion of any Note being redeemed in partthereof, if any.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi5) Prior to the due presentment presentation for the registration of a transfer of any Note, the Company, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any Agent and the Issuers co-Registrar may deem and treat the Person in whose name any a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes Note and for all other purposespurposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any Agent co-Registrar or the Issuers Note Custodian shall be affected by notice to the contrary.
(vii6) The All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
(7) Subject to Section 2.06 and this Section 2.08 in connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Company shall execute, and upon an Authentication Order, the Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted make available for delivery to the Registrar pursuant to this Section 2.06 to effect exchanging Holder, a registration of transfer or exchange may be submitted by facsimilenew Certificated Note representing the principal amount not so exchanged.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Cemex Sab De Cv)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Upon ------------------------------------------------------ surrender for registration of transfers and exchangestransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, the Issuers Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Notes Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Securities surrendered upon the Issuers’ order such registration of transfer or at the Registrar’s request.
(ii) exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar Company shall not be required to (i) issue, register the transfer of or exchange of the Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption or any Note notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer or exchange of any Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Allmerica Financial Corp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Issuer Order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but provided that the Issuers Issuer may require a payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge charges payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)therewith.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption that is to be redeemed in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be constitute the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Issuer nor the Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the date of any redemption of Notes under Article III hereof and ending at the close of business on the date of such redemption or (B) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date corresponding thereto.
(vi) Prior to due presentment for the registration of a transfer of any Note, the TrusteeIssuer, the Trustee and any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes and for all other purposes, and none of the TrusteeIssuer, the Guarantors, the Trustee or any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Global Crossing LTD)
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants upon the Issuers’ Company’s order or at the Warrant Registrar’s request.
(iib) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Warrant or to a Holder holder of a Definitive Note Warrant for any registration of transfer or exchange, but the Issuers Holder shall be responsible for any transfer taxes, documentary stamp taxes or similar governmental charges imposed with respect to any transfer of a beneficial interest in a Global Warrant or Definitive Warrant and the Company may require payment of a sum sufficient to cover any transfer such tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)therewith.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(ivc) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations duly authorized, executed and issued Warrants for Common Stock of the IssuersCompany, evidencing the same debtnot subject to any preemptive rights, and entitled to the same benefits under this Supplemental IndentureWarrant Agreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vid) Prior to due presentment for the registration of a transfer of any NoteWarrant, the TrusteeWarrant Agent, any Agent and the Issuers Company may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and Warrant for all other purposes, purposes and none of neither the Trustee, any Warrant Agent or nor the Issuers Company shall be affected by notice to the contrary.
(viie) The Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements 3.4 hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and (in the case of certificated Notes) and, upon receipt by the Trustee of an Issuer Order, the Trustee shall authenticate authenticate, Global Notes and Definitive Notes upon the Issuers’ order in accordance with or at the Registrar’s request, and in accordance with the provisions of Section 2.8.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, debt and entitled to the same benefits under this Supplemental Indenture, Indenture as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(viii) The Issuers shall not At the option of the Holder, Notes may be required to register the transfer exchanged for other Notes of any authorized denomination or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration denominations of a transfer like aggregate principal amount upon surrender of such Notes to be exchanged at the office or agency of the Registrar. Whenever any NoteGlobal Notes or Definitive Notes are so surrendered for exchange, the TrusteeIssuer shall execute (in the case of certificated Notes) and, any Agent and upon receipt by the Issuers may deem and treat Trustee of an Issuer Order, the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.022.8.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(xiv) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance compliance, and shall not be responsible or liable for compliance, with any restrictions on transfer transfer, exchange, redemption, purchase or repurchase, as applicable, imposed under this Supplemental Indenture or under applicable law or regulation with respect to any transfer transfer, exchange, redemption, purchase or repurchase, as applicable of any interest in any Note (including including, without limitation, any transfers between or among Depositary Participants or beneficial owners of interests in any Global NoteBeneficial Holder) 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 by, the terms of, of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof, it being understood that without limiting the generality of the foregoing, the Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance, with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Note.
(xiv) Neither the Trustee nor any Agent the Issuer shall have any responsibility for any actions taken or not taken by the DepositaryDepository.
(vi) The Trustee shall have no responsibility or obligation to any Beneficial Holder, any Participant or any other Person with respect to the accuracy of the records of the Depository or its nominee or of any Participant thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, Beneficial Holder or other Person (other than the Depository) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Participants and any Beneficial Holder.
Appears in 1 contract
Sources: Trust Indenture
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee or the authenticating agent shall authenticate Global Notes and Definitive Registered Notes upon the Issuers’ receipt of an authentication order in accordance with Section 2.02 or at the Registrar’s request.
(ii) No service charge shall be made by the Issuer or the Registrar to a holder of a Book-Entry Interest in a Global Note, a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer stamp duty, stamp duty reserve, documentary or other similar tax or similar governmental charge payable that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.17, 3.07, 4.07 and Section 9.05 of the Base Indenture4.09).
(iii) The No Transfer Agent or Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Issuer nor the Registrar shall not be required to register the transfer into its register kept at its registered office of or any Definitive Registered Notes: (A) for a period of 15 calendar days prior to exchange any date fixed for the redemption of the Notes under Section 3.04; (B) for a Note between period of 15 calendar days immediately prior to the date fixed for selection of Notes to be redeemed in part; (C) for a period of 15 calendar days prior to the record date and the next succeeding with respect to any interest payment date; or (D) which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Excess Proceeds Offer. Any such transfer will be made without charge to the Holder, other than any taxes, duties and governmental charges payable in connection with such transfer.
(vi) Prior to due presentment for the registration of a transfer of any Note, the The Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any Note is registered on the Security Register as the absolute owner of such Note for the purpose of receiving payment of principal of of, interest, and interest premium and Additional Amounts, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer, the Trustee or the applicable Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimilefacsimile with originals to be delivered promptly thereafter to the Trustee.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (InterXion Holding N.V.)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ ' order or at the Registrar’s 's request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.09, 4.11, 4.16 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest (including Special Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s 's Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(xii) Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Charter Communications, Inc. /Mo/)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes Securities and Definitive Notes Certificated Exchangeable Debentures upon the Issuers’ order or at the Registrar’s requestreceipt of a Company Order.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Security or to a Holder of a Definitive Note Certificated Exchangeable Debenture for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.11, 3.6, 4.12 and Section 9.05 10.1 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note Exchangeable Debenture selected for redemption in whole or in part, except the unredeemed portion of any Note Exchangeable Debenture being redeemed in part.
(iv) All Global Notes Securities and Definitive Notes Certificated Exchangeable Debentures issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Certificated Exchangeable Debentures shall be the valid obligations of the IssuersCompany, evidencing the same debtIndebtedness, and entitled to the same benefits under this Supplemental the Indenture, as the Global Notes Securities or Definitive Notes Certificated Exchangeable Debentures surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteExchangeable Debenture, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note Exchangeable Debenture is registered as the absolute owner of such Note Exchangeable Debenture for the purpose of receiving payment of principal of and interest on such Notes Exchangeable Debentures and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(viivi) The Trustee shall authenticate Global Notes Securities and Definitive Notes Certificated Exchangeable Debentures in accordance with the provisions of Section 2.022.3 of the Indenture.
(viiivii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 7.01 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees . Notwithstanding anything herein to indemnify the Issuers contrary, as to any certifications and certificates delivered to the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision Registrar pursuant to this Section 7.01 of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Thirteenth Supplemental Indenture, the Registrar’s duties shall be limited to confirming that any such certifications and certificates delivered to examine it are substantially in the same form of Exhibits A, B and C attached to determine substantial compliance as to form with this Thirteenth Supplemental Indenture. The Registrar shall not be responsible for confirming the express requirements hereoftruth or accuracy of representations made in any such certifications or certificates.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Host Marriott Corp/)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ ' order or at the Registrar’s 's request.
(ii) . No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.09, 4.11, 4.16 and Section 9.05 of the Base Indenture9.05).
(iii) . The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) . All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) . The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Interest Payment Date. Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) . The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) . All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ Company’s order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section Sections 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Company nor the Registrar shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental the Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(xii) Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Wyndham Hotels & Resorts, Inc.)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall will execute and the Trustee shall or an Authenticating Agent will authenticate Global Notes and Definitive Registered Notes upon the Issuers’ order receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii) . No service charge shall will be made by the Issuers or the Registrar to a Holder of a beneficial interest Book-Entry Interest in a Global Note, a Holder of a Global Note or to a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer stamp duty, stamp duty reserve, documentary or other similar tax or similar governmental charge payable that may be imposed in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 3.06, 4.07 and Section 9.05 of the Base Indenture4.11 hereof).
(iii) The . No Transfer Agent or Registrar shall not will be required to register the transfer of or exchange of any definitive registered Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) . All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes shall will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.
(v1) The Issuers shall not be required With respect to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateSenior Euro Notes.
(vi2) Prior to due presentment for the registration of a transfer of any Note, the With respect Senior Dollar Notes. The Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) . All certifications, certificates and Opinions of Counsel required to be submitted to the Issuers, the Trustee or the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted initially by facsimilefacsimile with originals to be delivered as soon as practicable thereafter to the Trustee.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof 2.07, Section 2.10, and Section 9.05 of the Base Indenture8.05 hereof).
(iii) The Neither the Registrar nor the Issuer shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Note so selected for redemption or tendered (and not withdrawn) for repurchase in connection with a tender offer, in whole or in part, except the unredeemed or untendered portion of any Note being redeemed or repurchased in part, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Parent Change of Control Offer, a Public Company Business Combination Transaction Offer or other tender offer, in whole or in part, except the unredeemed or untendered portion of any Note being redeemed or repurchased in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment datePayment Date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of interest, additional amounts, if any, principal of and interest premium, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Issuer shall be affected by notice to the contrary.
(vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.24 hereof, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.022.02 hereof.
(viiiix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ixx) Each Holder The Trustee shall have no responsibility or obligation to any beneficial owner of a Note agrees Global Note, a member of, or a Participant or Indirect Participant in, the Notes Depositary or other Person with respect to indemnify the Issuers and accuracy of the Trustee against any liability that may result from records of the transfer, exchange Notes Depositary or assignment of such Holder’s Note in violation its nominee or of any provision Participant or Indirect Participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect Participant, member, beneficial owner, or other Person (other than the Notes Depositary) of this Supplemental Indenture and/or applicable United States Federal any notice (including any notice of redemption or state securities lawpurchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. The Trustee may rely and shall be fully protected in relying upon information furnished by the Notes Depositary with respect to its members, Participants or Indirect Participants, and any beneficial owners.
(xxi) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants the Notes Depositary’s participants, members, or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms of, of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither . None of the Trustee Trustee, the Collateral Agents nor any Agent of their agents shall have any responsibility for any actions taken or not taken by the Notes Depositary.
(xii) Each purchaser of the Notes offered hereby will be deemed to have represented and agreed to provide the Issuer and its agents with any correct, complete and accurate information and documentation that may be required for the Issuer to comply with FATCA, and the CRS, and to prevent the imposition of U.S. federal withholding tax under FATCA on payments to or for the benefit of the Issuer, on or prior to the date on which it becomes a holder of Notes. In the event such purchaser fails to provide such information or documentation, or to the extent that its ownership of Notes would otherwise cause the Issuer to be subject to any tax under FATCA, (A) the Issuer (and any agent acting on their behalf) are authorized to withhold amounts otherwise distributable to the purchaser as compensation for any tax imposed under FATCA or any fine or penalty imposed under the CRS as a result of such failure or the purchaser’s ownership, and (B) to the extent necessary to avoid an adverse effect on the Issuer as a result of such failure or the purchaser’s ownership, the Issuer will have the right to compel the purchaser to sell its Notes and, if it does not sell its Notes within 10 Business Days after notice from the Issuer or its agents, the Issuer will have the right to sell such Notes at a public or private sale called and conducted in any manner permitted by law, and to remit the net proceeds of such sale (taking into account any taxes incurred by the Issuer in connection with such sale) to the purchaser as payment in full for such Notes. The Issuer may also assign each such Note a separate securities identifier in the Issuer’s sole discretion. Each purchaser agrees that the Issuer and its agents or representatives may take such other steps as they deem necessary or helpful to ensure that the Issuer complies with FATCA and the CRS.
Appears in 1 contract
Sources: Indenture
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Upon surrender for registration of transfers and exchangestransfer of any Security at the office or agency of the Company maintained for the purpose pursuant to Section 3.2, the Issuers Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed by the holder thereof or such holder's attorney duly authorized in writing. All Definitive Securities and Global Notes Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Securities surrendered upon the Issuers’ order such registration of transfer or at the Registrar’s request.
(ii) exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar 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 mailing of a notice of redemption or any notice of selection of Securities for redemption under Article XIV hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Safeco Corp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.08, 3.06, 3.08, 4.10 and Section 9.05 of the Base Indenture9.06).
(iii) The Registrar shall not be required to register the transfer of or exchange of (A) any Notes surrendered for exchange or, if a portion of any Note is surrendered for exchange, such portion thereof surrendered for exchange, or (B) any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Issuer shall be affected by notice to the contrary.
(viivi) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viiivii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.04 to effect a registration of transfer or exchange may be submitted by facsimile.
(ixviii) Each Holder of a Note agrees to indemnify the Issuers and Neither the Trustee against nor the Registrar shall be under any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with the Securities Act (including any restrictions on transfer imposed under this Supplemental Indenture rules or under regulations promulgated thereunder) or any state securities laws that may be applicable law in connection with or with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners Beneficial Owners of interests in any Global Note) other than or to monitor, determine or inquire as to compliance with any restriction on transfer imposed under this Indenture with respect to transfers of interests in any security (including any transfers between or among Beneficial Owners of interests in any Global Notes); except that the Trustee shall be under a duty to require delivery of such certificates and other documentation or evidence documentation, if any, as are expressly required byin the applicable circumstance, and to do so if and when expressly required by by, the terms of, of this Supplemental Indenture, and to examine the same to determine substantial compliance as to form on their face with the express requirements hereof.
(xi) Neither the . The Trustee nor any Agent shall have any no responsibility for any (A) the actions taken or not taken by omissions of the Depositary, or for the accuracy of the books or records of the Depositary and (B) transfers, of which it has no knowledge, between or among Beneficial Owners of interests in the same Global Note.
Appears in 1 contract
Sources: Indenture (Symbion Inc/Tn)
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, subject to this Article II, the Issuers Company shall execute and and, upon the Company’s order, the Corporate Trustee or an Authenticating Agent shall authenticate Global Notes Bonds and Definitive Notes upon the Issuers’ order or Certificated Bonds at the Registrar’s request. The Corporate Trustee has been appointed as Registrar with respect to the Bonds.
(iib) No service charge None of the Company, the Trustees, the Paying Agent or the Registrar shall have any responsibility or obligation to any Participant, Indirect Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Bonds or with respect to the delivery to any Participant, Indirect Participant or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Bonds. All notices and communications to be given to the Holders and all payments to be made to a Holder of a beneficial interest in a Global Note Holders under the Bonds and this Forty-eighth Supplemental Indenture shall be given or made only to a Holder of a Definitive Note for any registration of transfer or exchange, but upon the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 order of the Base Indenture).
registered holders (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes which shall be the valid obligations Depositary or its nominee in the case of the Issuers, evidencing Global Bond). The rights of beneficial owners in the same debt, and entitled Global Bond shall be exercised only through the Depositary subject to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) Applicable Procedures. The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteCompany, the Trustee, any the Paying Agent and the Issuers may deem Registrar shall be entitled to rely and treat shall be fully protected in relying upon information furnished by the Person in whose name Depositary with respect to its members, Participants and any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposesIndirect Participants. The Company, and none of the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Bond for all purposes of this Indenture relating to such Global Bond (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Bond) as the sole holder of such Global Bond and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, the Paying Agent or the Issuers Registrar shall be affected by notice have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Bond, for the contraryrecords of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Bond, for any transactions between the Depositary and any Participant or between or among the Depositary, any such Participant and/or any Indirect Participant, or for any transfers of beneficial interests in any such Global Bond.
(viic) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with Notwithstanding the provisions of Section 2.02.
(viii) All certificationsforegoing, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer Global Bond, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any interest in written certification, proxy or other authorization furnished by any Note Depositary (including any transfers or its nominee), as a Holder, with respect to such Global Bond or shall impair, as between or among such Depositary Participants or beneficial and owners of beneficial interests in any such Global Note) other than to require delivery Bond, the operation of customary practices governing the exercise of the rights of such certificates and other documentation Depositary (or evidence its nominee) as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofHolder of such Global Bond.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Forty Sixth Supplemental Indenture (NorthWestern Energy Group, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Warrant Agent shall, upon receipt of a Warrant Countersignature Order, countersign Global Notes Warrants and Definitive Notes upon Warrants.
(2) The Company hereby agrees and instructs the Issuers’ order Warrant Agent that the Warrant Registrar shall not register the proposed transfer of any beneficial interest in, or proposed exercise of any right in, any Warrant, unless the Warrant Registrar shall have first received certification in the form of Exhibit B hereto that such transfer or exercise is made in accordance with the provisions of Regulation S.
(3) The Warrant Register shall be in written form in the English language and shall include a record of the certificate number of each Warrant issued, and shall show the number of Warrants, the date of issue, all subsequent transfer and changes of ownership in respect thereof and the names, tax identifying numbers (if relevant to a specific holder) and addresses of the holders.
(4) Subject to its receipt of one Business Day’s advanced notice, the Warrant Registrar shall at all reasonable times during office hours make the Warrant Register available to the Company, the Warrant Agent, the holders of Warrants or any person authorized by the Company in writing for inspection and at the Registrar’s expense of the person making such request, for the taking of copies thereof or extracts therefrom, and at the expense of the Company, the Warrant Registrar shall deliver to such persons all lists of holders of Warrants, their addresses, number of holdings and other details as they may reasonably request.
(5) The Warrant Registrar shall only register the transfer of an interest in a Warrant if the requested transfer is (i) being made by a person who has provided the Warrant Registrar with a certification in the form of Exhibit B hereto or (ii) pursuant to an effective registration statement under the Securities Act with certification to that effect from such holder.
(6) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Warrant or to a Holder holder of a Definitive Note Warrant for any registration of transfer or exchange, but the Issuers Company or the Warrant Agent may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable in connection therewith (other than any and may require that a Person receiving Definitive Warrants bear the cost of insurance, postage, transportation and the like in the event that such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 Person does not receive such Definitive Warrants in person at the offices of the Base Indenture)Warrant Agent or Warrant Registrar.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv7) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations duly authorized, executed and issued warrants for Common Stock of the IssuersCompany, evidencing the same debtnot subject to any preemptive rights, and entitled to the same benefits under this Supplemental IndentureAgreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) 8) Prior to due presentment for the registration of a transfer of any NoteWarrant, the TrusteeWarrant Agent, any Agent and the Issuers Company may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and Warrant for all other purposes, purposes and none of the TrusteeWarrant Agent, any Agent Warrant Registrar or the Issuers Company shall be affected by notice to the contrary.
(vii9) The Trustee Warrant Registrar shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements 3.2 hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Issuer Order or at the Registrar’s 's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but provided that the Issuers Issuer may require a payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture)therewith.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption that is to be redeemed in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be constitute the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Neither the Issuer nor the Registrar shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the date of any redemption of Notes under Article III hereof and ending at the close of business on the date of such redemption or (B) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date corresponding thereto.
(vi) Prior to due presentment for the registration of a transfer of any Note, the TrusteeIssuer, the Trustee and any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the TrusteeIssuer, the Guarantors, the Trustee or any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, (x) the Issuers Company shall execute and the Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants evidenced by Warrant Certificates upon receipt of a Warrant Countersignature Order and (y) the Issuers’ order Warrant Registrar shall process Definitive Warrants issued by electronic entry registration in the Warrant Register upon receipt of instructions as set forth in paragraphs (c), (d) or at the Registrar’s request(e) of this Section 5, as applicable.
(ii2) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any exchange or registration of transfer or exchangeof the Warrants, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable by the Company upon exchange or transfer pursuant to Section 2.10 hereof 19 hereof), and Section 9.05 the Company and the Warrant Agent may decline to register a transfer or exchange of Global Warrants or Definitive Warrants (either represented by a Warrant Certificate or issued by electronic registration in the Warrant Register), unless and until the Person or Persons requesting the registration of the Base Indenture)transfer thereof shall have paid to the Company the amount of all transfer taxes or similar government charges or shall have established to the satisfaction of the Company (acting reasonably) and the Warrant Agent that such taxes or charges have been paid or that the transfer or exchange is exempt or subject to a relief from such taxes or charges.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv3) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations of the IssuersCompany, evidencing the same debtsecurities, and entitled to the same benefits under this Supplemental IndentureAgreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi4) Prior to due presentment for the registration of a transfer of any NoteWarrant, the Trustee, any Warrant Agent and the Issuers Company, as applicable, may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and Warrant for all other purposes, and none of neither the Trustee, any Warrant Agent or nor the Issuers Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii5) All certificationsorders, certifications and certificates and Opinions of Counsel required to be submitted to the Warrant Registrar pursuant to this Section 2.06 5 to effect a registration of transfer or exchange may be submitted by facsimileelectronic transmission.
(ix6) Each Holder The instrument of a Note agrees transfer of any Warrant may be executed for and on behalf of the transferor by any party designated by, or pursuant to indemnify resolutions of, the Issuers board of directors of the Company (the “Board”) for such purpose, and the Trustee against Company or any liability that may result from other party designated by, or pursuant to resolutions of, the transfer, exchange or assignment Board for such purpose shall be deemed to have been irrevocably appointed agent for the transferor of such Holder’s Note Warrant or Warrants with full power to execute, complete and deliver in violation the name of and on behalf of the transferor of such Warrant or Warrants all such transfers of Warrants held by the Holders.
(7) Notwithstanding any other provision of this Supplemental Indenture and/or applicable United States Federal Agreement, the Warrants are being offered and sold, and the Ordinary Shares issuable upon exercise thereof are being offered and sold, pursuant to an exemption from the registration requirement of Section 5 of the Securities Act provided by Section 1145 of the Bankruptcy Code, and if any Holder or state securities lawowner of a beneficial interest therein is an “underwriter” as defined in Section 1145(b)(1) of the Bankruptcy Code, such Holder or owner shall not be permitted to offer or sell any Warrants, beneficial interests therein, or Ordinary Shares issuable upon exercise thereof in the absence of an effective registration statement under the Securities Act or an exemption from registration thereunder.
(x) The Trustee shall have no obligation or duty 8) Definitive Warrants to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with be issued in respect to of any transfer or exchange of any interest Warrants set forth in any Note (including any transfers between or among Depositary Participants or beneficial owners the penultimate sentence of interests Section 2(b) shall be issued by electronic entry registration in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required bythe Warrant Register, and to do so if and when expressly required by unless the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofHolder shall otherwise elect.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Warrant Agreement (Mallinckrodt PLC)
General Provisions Relating to Transfers and Exchanges. (i) Subject to the other provisions of this Section 2.9, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided, that any Notes 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 or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.
(ii) To permit registrations of transfers and exchangesexchanges and subject to the other terms and conditions of this Article II, the Issuers shall execute Issuer will execute, and upon Issuer Order, the Trustee shall will authenticate Global and make available for delivery, Certificated Notes and Definitive Notes upon the Issuers’ order or Global Notes, as applicable, at the Registrar’s or co-Registrar’s request.
(iiiii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer and the Trustee may require payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes taxes, assessments or similar governmental charge charges payable upon exchange or transfer pursuant to Section 2.10 hereof and 3.8, Section 9.05 of the Base Indenture3.9, Section 5.1 or Section 9.5).
(iiiiv) The Registrar or co-Registrar shall not be required to register the transfer of or exchange of (x) any Note for a period beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date and (y) any Note selected for redemption in whole repurchase or in partredemption, except the unrepurchased or unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuersthereof, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeif any.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to the due presentment presentation for the registration of a transfer of any Note, the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any Agent and the Issuers co-Registrar may deem and treat the Person in whose name any a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes Note and for all other purposespurposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Registrar or any Agent co-Registrar or the Issuers Note Custodian shall be affected by notice to the contrary.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.
(vii) The Subject to Section 2.7 and this Section 2.9, in connection with the exchange of a portion of a Certificated Note for a beneficial interest in a Global Note, the Trustee shall cancel such Certificated Note, and the Issuer shall execute, and upon Issuer Order, the Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted make available for delivery to the Registrar pursuant to this Section 2.06 to effect exchanging Holder, a registration of transfer or exchange may be submitted by facsimilenew Certificated Note representing the principal amount not so exchanged.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Cemex Sab De Cv)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.07, 2.10, 4.10 and Section 9.05 of the Base Indenturehereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Forty-Fifth Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(viv) The Issuers Issuer shall not be required to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date.
(viv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Issuer shall be affected by notice to the contrary.
(viivi) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(vii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.022.02 hereof.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s requestCompany's order.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.12, 3.06, 3.09, 4.10, 4.15 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection or (B) to register the transfer of or to exchange any Note between a record date and so selected for redemption in whole or in part, except the next succeeding interest payment dateunredeemed portion of any Note being redeemed in part.
(vi) Prior to due presentment for the registration of a transfer of any Note, the The Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.04 hereof.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.08 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty is hereby authorized and directed to monitor, determine or inquire as to compliance enter into a letter of representation with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest the Depositary in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, the form provided by the Company and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form act in accordance with the express requirements hereofsuch letter.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Parker Drilling Co /De/)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Certificated Notes upon the Issuers’ order or at the Registrar’s requestreceipt of a Company Order.
(ii2) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.11, 3.6, 4.12 and Section 9.05 10.1 of the Base Indenture).
(iii3) The Registrar shall not be required to register the transfer of or exchange any 9 1/4% Note selected for redemption in whole or in part, except the unredeemed portion of any 9 1/4% Note being redeemed in part.
(iv4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes shall be the valid obligations of the IssuersCompany, evidencing the same debtIndebtedness, and entitled to the same benefits under this Supplemental the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi5) Prior to due presentment for the registration of a transfer of any 9 1/4% Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any 9 1/4% Note is registered as the absolute owner of such 9 1/4% Note for the purpose of receiving payment of principal of and interest on such 9 1/4% Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii6) The Trustee shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.022.3 of the Indenture.
(viii7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 5.01 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees . Notwithstanding anything herein to indemnify the Issuers and the Trustee against any liability that may result from the transfercontrary, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under certifications and certificates delivered to the Registrar pursuant to this Section 5.01, the Registrar's duties shall be limited to confirming that any such certifications and certificates delivered to it are substantially in the form of Exhibits A, B, C and D attached to this Sixth Supplemental Indenture Indenture. The Registrar shall not be responsible for confirming the truth or under applicable law with respect to any transfer accuracy of any interest representations made in any Note (including any transfers between such certifications or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofcertificates.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ Company’s order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.09, 3.06 and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers Notwithstanding anything contained herein to the contrary, neither the Trustee nor the Registrar shall not be responsible for ascertaining whether any transfer complies with the registration provisions of or exemptions from the Securities Act, applicable state securities laws or other applicable law.
(vi) Neither the Registrar nor the Company shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vivii) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(viiviii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.01.
(viiiix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.05 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Upon surrender for registration of transfers and exchangestransfer of any Security of any series at the office or agency of the Company maintained for the purpose pursuant to Section 3.02, the Issuers Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Notes Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Securities surrendered upon the Issuers’ order such registration of transfer or at the Registrar’s request.
(ii) exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar 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 mailing of a notice of prepayment or any notice of selection of Securities for prepayment under Article Fifteen hereof and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Note Security so selected for redemption prepayment in whole or in part, except the unredeemed unprepaid portion of any Note Security being redeemed prepaid in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Albank Capital Trust I)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall Issuer will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Authentication Order in accordance with Section 2.04 hereof or at the Registrar’s request.
(ii) No service charge shall will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.08, 3.03 and Section 9.05 of the Base Indenture9.04 hereof).
(iii) The Registrar shall will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partredemption.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not Neither the Registrar nor the Issuer will be required required:
(A) to issue, to register the transfer of or to exchange any Note for a period of fifteen (15) days prior to (1) any date fixed for the redemption of the Notes or (2) the Record Date with respect to any interest payment date;
(B) to register the transfer of or to exchange any Note selected for redemption; or
(C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall or an authenticating agent appointed pursuant to the terms of this Indenture will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.04 hereof.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations Upon surrender for registration of transfers and exchangestransfer of any Security at the office or agency of the Company maintained for that purpose pursuant to Section 3.02, the Issuers Company shall execute execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like aggregate principal amount. At the option of the holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the holder making the exchange is entitled to receive. Every Security presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security registrar duly executed, by the holder thereof or his attorney duly authorized in writing. All Definitive Securities and Global Notes Securities issued upon any registration of transfer or exchange of Definitive Securities or Global Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes Securities or Global Securities surrendered upon the Issuers’ order such registration of transfer or at the Registrar’s request.
(ii) exchange. No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note holder for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture).
(iii) therewith. The Registrar Company shall not be required to (i) issue or register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes any Securities during a period beginning at the opening of business 15 days before the day of mailing of a notice of prepayment under Article XIV hereof and ending at the close of business on the day of such mailing; or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(vii) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required Security to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimileprepaid.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchangesexchanges effected in accordance with this Indenture, the Issuers Company shall execute and the Trustee shall authenticate the Global Notes Note and any Definitive Notes upon the Issuers’ order or at the Registrar’s 's request.
. The Global Note and any Definitive Notes issued upon any registration of transfer or exchange of beneficial interests in the Global Note or the Definitive Notes shall be legal, valid and binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange. Neither the Company nor the Registrar shall be required to (iia) issue, register the transfer of or exchange Senior Subordinated Notes during a period beginning at the opening of business on a Business Day 15 days before the day of mailing of any notice of redemption of Senior Subordinated Notes under Section 3.03 hereof and ending at the close of business on the day of such mailing or (b) register the transfer of or exchange any Senior Subordinated Note so selected for redemption in whole or in part, except the unredeemed portion of any Senior Subordinated Note being redeemed in part. No service charge fee shall be made charged to a any Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Senior Subordinated Note for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchange or transfer exchanges pursuant to Section 2.10 hereof and Section Sections 2.10, 3.06 or 9.05 of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in parthereof, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes which shall be paid by the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Company). Prior to due presentment to the Trustee for the registration of a the transfer of any Senior Subordinated Note, the Trustee, any Agent Agent, the Company and the Issuers each Guarantor may deem and treat the Person in whose name any Senior Subordinated Note is registered as the absolute owner of such Senior Subordinated Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Senior Subordinated Note and for all other purposespurposes whatsoever, whether or not such Senior Subordinated Note is overdue, and none of the Trustee, any Agent Agent, the Company or the Issuers any Guarantor shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Plainwell Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s requestreceipt of an Authentication Order in accordance with Section 2.02 hereof.
(ii2) No service charge shall will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 3.06, 4.09 and Section 9.05 of the Base Indenture8.07 hereof).
(iii3) The Neither the Company nor the Registrar shall not will be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v5) The Issuers shall not Neither the Registrar nor the Company will be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.022.02 hereof.
(viii) 8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar or the Trustee pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants any Participant or Indirect Participant 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers shall Issuer will execute and the Trustee shall or the Authentication Agent will authenticate Global Notes and Definitive Registered Notes upon the Issuers’ order receipt of an Authentication Order or at the Registrar’s request.
(ii2) No service charge shall will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.09, 3.06, 3.07, 4.10, 4.15 and Section 9.05 of the Base Indenturehereof).
(iii3) The Registrar shall will not be required to register the transfer of or exchange any Senior Secured Note selected for redemption in whole or in part, except the unredeemed portion of any Senior Secured Note being redeemed in part.
(iv4) All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes shall will be the valid obligations of the IssuersIssuer, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi5) Prior to due presentment for the registration of a transfer of any Senior Secured Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any Senior Secured Note is registered as the absolute owner of such Senior Secured Note for the purpose of receiving payment of principal of of, interest, premium and interest Additional Amounts, if any on such Senior Secured Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Issuer shall be affected by notice to the contrary.
(vii6) The Trustee shall or the Authentication Agent will authenticate Global Notes and Definitive Registered Notes in accordance with the provisions of Section 2.022.02 hereof.
(viii7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee Unit Agent shall authenticate Global Notes and Units and/or Definitive Notes Units upon the Issuers’ ' order or at the Unit Registrar’s 's written request. On or after the Separation Date, to permit registrations of transfers and exchanges, Equity Corp. shall execute and the Transfer Agent shall countersign Global Shares and/or Definitive Shares upon Equity Corp.'s order or at the Share Registrar's written request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note Security or to a Holder of a Definitive Note Security for any registration of transfer or exchange, but the Issuers or Equity Corp., as the case may be, may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture3.10 hereof).
(iii) The Unit Registrar shall not be required to register the transfer of or exchange any Note Unit selected for redemption in whole or in part, except the unredeemed portion of any Note Unit being redeemed in part.
(iv) All Global Notes and Securities and/or Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities shall be the valid obligations of, in the case of Units, the IssuersIssuers and, in the case of Common Shares, Equity Corp., evidencing the same debt, right or debt and entitled to the same benefits under this Supplemental IndentureUnit Agreement, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteUnit, the TrusteeUnit Agent, any Agent agent and the Issuers may deem and treat the Person in whose name any Note Unit is registered as the absolute owner of such Note Unit for the purpose of receiving payment of principal of and interest and Liquidated Damages, if any, on such Notes Units and for all other purposes, and none of the TrusteeUnit Agent, any Agent agent or the Issuers shall be affected by notice to the contrary.
(viivi) The Trustee Unit Agent shall authenticate Global Notes and Units and/or Definitive Notes Units in accordance with the provisions of Section 2.02.3.2(a) hereof. The Transfer Agent shall countersign Global Shares and/or Definitive Shares in accordance with the provisions of Section 3.2(b) hereof
(viiivii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 3.6 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants upon the Issuers’ order receipt of a Warrant Countersignature Order in accordance with Section 4 hereof or at the Warrant Registrar’s request.
(ii2) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any exchange or registration of transfer or exchangeof the Warrants, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base Indenture20 hereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv3) All Global Notes Warrants and Definitive Notes Warrants issued upon any registration of transfer or exchange of Global Notes Warrants or Definitive Notes Warrants shall be the valid obligations of the IssuersCompany, evidencing the same debtsecurities, and entitled to the same benefits under this Supplemental IndentureAgreement, as the Global Notes Warrants or Definitive Notes Warrants surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi4) Prior to due presentment for the registration of a transfer of any NoteWarrant, the TrusteeWarrant Agent, the Warrant Agent, any Agent and the Issuers Company may deem and treat the Person in whose name any Note Warrant is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and Warrant for all other purposes, and none of the TrusteeWarrant Agent, any Agent or the Issuers Company shall be affected by notice to the contrary.
(vii5) The Trustee Warrant Agent shall authenticate countersign Global Notes Warrants and Definitive Notes Warrants in accordance with the provisions of Section 2.024 hereof.
(viii6) All certificationsorders, certifications and certificates and Opinions of Counsel required to be submitted to the Warrant Registrar pursuant to this Section 2.06 5 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order receipt of an Authentication Order in accordance with Section 303 or at the Security Registrar’s request.
(ii) The Security Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes.
(iii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any Holders shall pay all taxes due on transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 of the Base in accordance with this Indenture).
(iiiiv) The Neither the Security Registrar nor the Company shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partredemption.
(ivv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(vvi) The Issuers Company shall not be required (A) to issue, register the transfer of or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed, (B) to transfer or exchange any Note selected for redemption, or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date.
(vivii) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company shall be affected by notice to the contrary.
(viiviii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 305, the Company shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law305.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global NoteNotes) 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) . Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (CBS Corp)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section Sections 2.10 hereof and Section 9.05 of the Base Indenture9.05).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note Security agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note Security in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global NoteSecurity) 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(xii) Notwithstanding anything contained herein, any transfers, replacements or exchanges of Notes, including as contemplated in this Article 2, shall not be deemed to be an incurrence of Indebtedness.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the receipt of an Issuers’ order Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Issuers may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes tax or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.05, 8.05, 9.11, 9.16, 10.07 and Section 9.05 10.11). In addition, the Trustee, the Transfer Agent and the Registrar may request such other evidence as may be reasonably requested by them documenting the identity and/or signatures of the Base Indenture)transferor and the transferees.
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv3) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations Obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. Any holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by the Holder of such Global Note (or its agent) and that ownership of a beneficial interest in such Global Note shall be required to be reflected in a book-entry.
(v4) The Neither the Issuers nor the Registrar shall not be required (1) to issue, to register the transfer of or to exchange any Note during a period beginning at the opening of business 15 days before the mailing of a notice of redemption pursuant to Section 10.04 and ending at the mailing of such notice of redemption, (2) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (3) to register the transfer of or to exchange any Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date.
(vi5) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and or the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal principal, premium, if any, and (subject to the record date provisions of and the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary.
(vii6) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 9.02, the Issuers shall execute, and the Trustee shall authenticate and deliver upon receipt of an Issuers’ Order, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount so long as the requirements of this Indenture are met.
(7) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at the office or agency of the Issuers designated pursuant to Section 9.02 so long as the requirements of this Indenture are met. Whenever any Global Notes and or Definitive Notes are so surrendered for exchange, the Issuers shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes or Definitive Notes, as applicable, to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.022.02 so long as the requirements of this Indenture are met.
(viii) 8) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilemail or by facsimile or electronic transmission.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, subject to this Article II, the Issuers Company shall execute and and, upon the Company’s order, the Corporate Trustee or an Authenticating Agent shall authenticate Global Notes Bonds and Definitive Notes upon the Issuers’ order or Certificated Bonds at the Registrar’s request. The Corporate Trustee has been appointed as Registrar with respect to the Bonds.
(iib) No service charge None of the Company, the Trustees, the Paying Agent or the Registrar shall have any responsibility or obligation to any Participant, Indirect Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Bonds or with respect to the delivery to any Participant, Indirect Participant or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Bonds. All notices and communications to be given to the Holders and all payments to be made to a Holder of a beneficial interest in a Global Note Holders under the Bonds and this Thirty-third Supplemental Indenture shall be given or made only to a Holder of a Definitive Note for any registration of transfer or exchange, but upon the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 order of the Base Indenture).
registered holders (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes which shall be the valid obligations Depositary or its nominee in the case of the Issuers, evidencing Global Bond). The rights of beneficial owners in the same debt, and entitled Global Bond shall be exercised only through the Depositary subject to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) applicable procedures. The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteCompany, the Trustee, any the Paying Agent and the Issuers may deem Registrar shall be entitled to rely and treat shall be fully protected in relying upon information furnished by the Person in whose name Depositary with respect to its members, Participants and any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposesIndirect Participants. The Company, and none of the Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Bond for all purposes of this Indenture relating to such Global Bond (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Bond) as the sole holder of such Global Bond and shall have no obligations to the beneficial owners thereof. None of the Company, the Trustee, the Paying Agent or the Issuers Registrar shall be affected by notice have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Bond, for the contraryrecords of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Bond, for any transactions between the Depositary and any Participant or between or among the Depositary, any such Participant and/or any Indirect Participant, or for any transfers of beneficial interests in any such Global Bond.
(viic) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with Notwithstanding the provisions of Section 2.02.
(viii) All certificationsforegoing, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer Global Bond, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any interest in written certification, proxy or other authorization furnished by any Note Depositary (including any transfers or its nominee), as a Holder, with respect to such Global Bond or shall impair, as between or among such Depositary Participants or beneficial and owners of beneficial interests in any such Global Note) other than to require delivery Bond, the operation of customary practices governing the exercise of the rights of such certificates and other documentation Depositary (or evidence its nominee) as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofHolder of such Global Bond.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order or at the Registrar’s request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof and Section 9.05 3.04 of the Base IndentureIndenture and Sections 3.06 and 8.07 hereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(ivii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, debt as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeexchange and shall be entitled to all of the benefits of this Third Supplemental Indenture equally and proportionately with all other Notes duly issued hereunder.
(viii) The Issuers Neither the Security Registrar nor the Company shall not be required (A) to issue, to register the transfer of or to exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the date of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding interest payment dateInterest Payment Date.
(viiv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, and none in each case regardless of the Trustee, any Agent or the Issuers shall be affected by notice to the contrary, except as required by law.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viiiv) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 2.06 2.05 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(xvi) The Trustee shall have no obligation or duty is hereby authorized and directed to monitor, determine or inquire as to compliance enter into a letter of representation with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest the Depositary in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, the form provided by the Company and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form act in accordance with the express requirements hereofsuch letter.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuers shall Issuer will execute and the Trustee shall or the Authentication Agent will authenticate Global Notes and Definitive Registered Notes upon the Issuers’ order receipt of an Authentication Order or at the Registrar’s request.
(ii2) No service charge shall will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Registered Note for any registration of transfer or exchange, but the Issuers Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof 2.10, Section 3.06, Section 3.07, Section 3.08, Section 4.09, Section 4.13 and Section 9.05 of the Base Indenturehereof).
(iii3) The Registrar shall will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(iv4) All Global Notes and Definitive Registered Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Registered Notes shall will be the valid obligations of the IssuersIssuer and the Guarantors, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Registered Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi5) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, interest, premium and interest Additional Amounts, if any on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Issuer shall be affected by notice to the contrary.
(vii6) The Trustee shall or the Authentication Agent will authenticate Global Notes and Definitive Registered Notes in accordance with the provisions of Section 2.022.02 hereof.
(viii7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuers Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuers’ order Company's delivery of an Authentication Order or at the Registrar’s 's request.
(ii) No service charge shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 2.10 hereof Sections 2.10, 4.15 and Section 9.05 of the Base Indenturehereof).
(iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in partredemption.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the IssuersCompany, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(v) The Issuers shall not be required to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers Company or any agent of any of them may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers Company or any agent of any of them shall be affected by notice to the contrary.
(viivi) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) Each Holder of a Note agrees to indemnify the Issuers and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Supplemental Indenture and/or applicable United States Federal or state securities law.
(x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements 2.02 hereof.
(xi) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
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Sources: Indenture (Infinity Inc)