General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request. (2) No service charge 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 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 Sections 304, 906 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof). (3) The Registrar 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 part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations of the Company, evidencing the same Debt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture and ending at the close of business on the day of selection; (B) 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; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile. (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 9 contracts
Sources: Supplemental Indenture (Tenet Healthcare Corp), Supplemental Indenture (Tenet Healthcare Corp), Supplemental Indenture (Tenet Healthcare Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.03 or at the Registrar’s request.
(2) No service charge will be made to a 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 Company 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 Sections 3042.11, 906 3.07, and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) . The Registrar will not be required to register the transfer of or exchange of any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(43) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company The Issuer will not be required:
(Ai) to issue, to register the transfer of or to exchange any Notes Securities during a period beginning at the opening of business 15 days before the day of any selection of Notes Securities for redemption under Section 1103 of the Existing Indenture 3.03 hereof and ending at the close of business on the day of selection;
(Bii) to register the transfer of or to exchange any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part; or;
(Ciii) to register the transfer of or to exchange a Note Security between a record date Record Date and the next succeeding Interest Payment Date; or
(iv) to register the transfer of any Security which has been surrendered for repayment at option of Holder, except the portion, if any, of such Security not to be so repaid.
(65) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and interest on such Notes Securities and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes Securities and Definitive Notes Securities in accordance with the provisions of Section 2.2 2.03 hereof.
(8) 7) All certifications, certificates orders and Opinions of Counsel instructions required to be submitted to the Registrar or the Issuer pursuant to this Section 2.5 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 6 contracts
Sources: Indenture (Ventas Inc), Indenture (Care Capital Properties, LP), Indenture (Care Capital Properties, LP)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s written request.
(2ii) No service charge will 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 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 Sections 3042.07, 906 2.10, 3.06, 3.08, 4.07 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.04).
(3iii) The Neither the Registrar will not nor the Company shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the The Company will shall not be required:
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 the sending of a notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture 3.03 and ending at the close of business on the day of selection;
such notice was sent, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in partpart or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, except the unredeemed portion of any Note being redeemed in part; or
part 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.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee will 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.
(viii) At the option of the Holder, subject to Section 2.06(a), 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 to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.2 hereof2.02.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically (in PDF format).
(9x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Trustee agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 6 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2ii) No service charge will 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 Company may will 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 Sections 3042.07, 906 2.10, 3.06, 3.09, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3iii) The Neither the Registrar will not nor the Company shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the The Company will shall not be required:
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 mailing of Notes for a notice of redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
such mailing, (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
part 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.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company and any agent of the Trustee, any Agent or the 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 Company or any of their agents shall be affected by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02 hereof, the Company shall execute, and the Trustee will 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.
(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 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 2.2 2.02 hereof.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9x) The Neither the Trustee nor any Agent shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 5 contracts
Sources: Indenture (Belden Inc.), Indenture (Belden Inc.), Indenture (Belden Inc.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.03 or at the Registrar’s request.
(2) No service charge will be made to a 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 Company 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 Sections 3042.11, 906 3.07 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.05).
(3) . The Registrar will not be required to register the transfer of or exchange of any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(43) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company The Issuer will not be required:
(Ai) to issue, to register the transfer of or to exchange any Notes Securities during a period beginning at the opening of business 15 days before the day of any selection of Notes Securities for redemption under Section 1103 of the Existing Indenture 3.03 and ending at the close of business on the day of selection;
(Bii) to register the transfer of or to exchange any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part; or;
(Ciii) to register the transfer of or to exchange a Note Security between a record date Record Date and the next succeeding Interest Payment Date; or
(iv) to register the transfer of any Security which has been surrendered for repayment at option of Holder, except the portion, if any, of such Security not to be so repaid.
(65) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and interest on such Notes Securities and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes Securities and Definitive Notes Securities in accordance with the provisions of Section 2.2 hereof2.03.
(8) 7) All certifications, certificates orders and Opinions of Counsel instructions required to be submitted to the Registrar or the Issuer pursuant to this Section 2.5 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 5 contracts
Sources: Indenture (BRMK Management, Corp.), Indenture (BRMK Management, Corp.), Indenture (Ventas Realty Limited Partnership)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes (in each case, accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) upon receipt of an Authentication Order in accordance with Section 2.2 hereof the Issuers’ order or at the Registrar’s request.
(2ii) No service charge will 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 Company 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 Sections 3042.10, 906 3.06, 3.09, 4.06 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3iii) The Registrar will shall 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 part.
(4iv) All Global Notes and Definitive Certificated Notes (in each case, accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid Obligations obligations of the CompanyIssuers and the Subsidiary Guarantors, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will The Issuers shall not be required:
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 a selection of Notes for redemption under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection;
redemption, (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
part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent Agent, the Issuers and the Company Subsidiary Guarantors 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 Agent, the Issuers or the Company any Subsidiary Guarantor shall be affected by notice to the contrary.
(7vii) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes (in each case, accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9ix) The Each Holder of a Note agrees to indemnify the Issuers and the Trustee shall have no obligation against any liability that may result from the transfer, exchange or duty to monitor, determine or inquire as to compliance with assignment of such Holder’s Note in violation of any restrictions on transfer imposed under provision of this Indenture and/or applicable United States federal 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofstate securities law.
Appears in 4 contracts
Sources: Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Partners Lp), Indenture (Atlas Pipeline Partners Lp)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2ii) No service charge will 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 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 Sections 3042.10, 906 3.06, 3.08, 3.09, 5.10 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 10.05 hereof).
(3iii) The Registrar 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will be required:
(A1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 fifteen (15) days before the day of any selection of Notes for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B2) 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; or
(C3) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 interest, premium, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7vii) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 4 contracts
Sources: Indenture (FiberTower CORP), Indenture (FiberTower CORP), Indenture (FiberTower CORP)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.04 hereof or at the Registrar’s request.
(2ii) No service charge 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 Company 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 Sections 3042.08, 906 3.03 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3iii) The Registrar 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company Issuer will be required:
(A) to issue, to register the transfer of or to exchange any Notes during Note for a period beginning at of fifteen (15) days prior to (1) any date fixed for the opening redemption of business 15 days before the day of any Notes, (2) the date fixed for selection of Notes for redemption under Section 1103 of Notes, to be redeemed in part or (3) the Existing Indenture and ending at the close of business on the day of selectionRecord Date with respect to any interest payment date;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7vii) The Trustee 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 2.2 2.04 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 4 contracts
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.04 hereof or at the Note Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.08, 906 3.03 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Note Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Note Registrar nor the Company Issuer will be required:
(A) to issue, to register the transfer of or to exchange any Notes Note during a period beginning at the opening of business 15 fifteen (15) days before the day mailing of any selection a notice of redemption of the Notes selected for redemption under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection;such mailing; or
(B) to register the transfer or exchange 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.04 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or other electronic imaging means.
(9) The Trustee shall have no responsibility or obligation to any Participants, indirect Participants or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participants, Indirect Participants 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 Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants. 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 deliver 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.
Appears in 4 contracts
Sources: Supplemental Indenture (Healthcare Trust of America Holdings, LP), Supplemental Indenture (Healthcare Trust of America Holdings, LP), Supplemental Indenture (Healthcare Trust of America Holdings, LP)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2ii) No service charge will 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 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 Sections 3042.10, 906 3.06, 3.08, 3.09, 5.10 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 10.05 hereof).
(3iii) The Registrar 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will be required:
(A1) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 fifteen (15) days before the day of any selection of Notes for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B2) 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; or
(C3) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 and Aggregate Accreted Principal Amount of and interest interest, premium, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7vii) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 4 contracts
Sources: Indenture (FiberTower CORP), Indenture (FiberTower CORP), Indenture (FiberTower CORP)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.04 hereof or at the Registrar’s request.
(2ii) No service charge 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 Company 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 Sections 3042.08, 906 3.05 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3iii) The Registrar 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company Issuer will be required:
(A) to issue, to register the transfer of or to exchange any Notes during Note for a period beginning at of fifteen (15) days prior to (1) any date fixed for the opening redemption of business 15 days before the day of any Notes, (2) the date fixed for selection of Notes for redemption under Section 1103 of Notes, to be redeemed in part or (3) the Existing Indenture and ending at the close of business on the day of selectionRecord Date with respect to any interest payment date;
(B) 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; 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.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7vii) The Trustee 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 2.2 2.04 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 3 contracts
Sources: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication Order in accordance with Section 2.2 2.04 hereof or at the Registrar’s request.
(2) No service charge will be made to a 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 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 Sections 304Section 2.12, 906 Section 3.06 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 Section 9.05 hereof).
(3) The Neither the Registrar nor the Company will not be required to register the transfer of or exchange of any Note Securities selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(4) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange any Notes Securities during a period beginning at the opening of business 15 days before the day of any selection of Notes Securities for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part; or
(C) to register the transfer of or to exchange a Note Security between a record date and the next succeeding Interest Payment Dateinterest payment date for the Security.
(6) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and interest on such Notes Securities and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes Securities and Definitive Notes Securities in accordance with the provisions of Section 2.2 2.04 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.08 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 3 contracts
Sources: Indenture (SMART Global Holdings, Inc.), Indenture (Equinix Inc), Indenture (Equinix Inc)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 Company 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 Sections 3042.07, 906 2.10, 3.06, 4.07, 4.09 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.05).
(3iii) The Neither the Registrar will not nor the Issuers shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will The Issuers shall not be required:
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 mailing of notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture 3.02 and ending at the close of business on the day of selection;
such mailing, (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
, 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.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 2.03, the Issuers shall execute, and the Trustee will 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.
(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 Issuers 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 2.2 hereof2.06.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 3 contracts
Sources: Indenture (Tops Markets Ii Corp), Indenture (Tops Holding Corp), Indenture (Tops PT, LLC)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2ii) No service charge will 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 Company 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 Sections 3042.07, 906 2.10, 3.06, 3.08, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations of the Company, evidencing the same Debt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5iii) Neither the Registrar nor the Company will Issuer shall be required:
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 mailing of any selection a notice of redemption of the Notes for redemption to be redeemed under Section 1103 of the Existing Indenture 3.03 hereof and ending at the close of business on the day of selection;
such mailing, (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, (C) to register the transfer or exchange of a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer or exchange of any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.
(iv) Neither the Registrar nor the Issuer shall be required to register the transfer or exchange of any Note 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 provided that new Notes will only be issued in minimum denominations of or to exchange a Note between a record date $2,000 and the next succeeding Interest Payment Dateintegral multiples of $1,000 in excess thereof.
(6v) 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 debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may Issuer shall 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 Company Issuer shall be affected by notice to the contrary.
(7vii) 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 will 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.
(viii) At the option of the Holder, subject to Section 2.06(a) hereof, 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 2.2 2.02 hereof.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants 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 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 3 contracts
Sources: Indenture (Performance Food Group Co), Indenture (Performance Food Group Co), Indenture (Performance Food Group Co)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request2.02 (“Execution and Authentication”) hereof.
(2) No service charge will be made to a 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 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 Sections 3042.10 (“Temporary Notes”), 906 3.06 (“Notes Redeemed or Purchased in Part”), 3.10 (“Offer to Purchase by Application of Excess Proceeds”), 4.17 (“Offer to Repurchase Upon Change of Control”), 4.18 (“Asset Sales”) and 1107 9.05 (“Notation on or Exchange of the Existing Indenture and Sections 3.3, 4.6 and 4.7 Notes”) hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange.
(5) Neither None of the Trustee, the Registrar nor the Company will 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 1103 3.02 (“Selection of the Existing Indenture Notes to be Redeemed or Purchased”) hereof and ending at the close of business on the day of selection;
(B) 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; 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.2 2.02 (“Execution and Authentication”) hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.
(10) The Trustee shall have no responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any 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 or other Person (other than the Depositary) of any 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 or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants or Indirect Participants.
(11) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests Indirect Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 3 contracts
Sources: Indenture (Vantage Drilling International), Indenture (OFFSHORE GROUP INVESTMENT LTD), Indenture (Vantage Drilling Netherlands B.V.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee Security Registrar and Security Custodian will authenticate Global Notes Stapled Securities and Definitive Notes certificated Stapled Securities upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request15.02 (“Execution and Authentication”) hereof.
(2) No service charge will be made to a Security Holder of a beneficial interest in a Global Note Stapled Security or to a Holder of a Definitive Note certificated Stapled Security for any registration of transfer or exchange, but the 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 Sections 304, 906 and 1107 redemption or repurchase events of the Existing Indenture and Sections 3.3Notes under this Indenture, 4.6 and 4.7 hereof)if applicable.
(3) The Registrar 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 part.
(4) All Global Notes Stapled Securities and Definitive Notes certificated Stapled Securities issued upon any registration of transfer or exchange of Global Notes Stapled Securities or Definitive Notes certificated Stapled Securities will be the valid Obligations obligations of the Company, evidencing the same Debtobligations, and entitled to the same benefits under the this Indenture, as the Global Notes Stapled Securities or Definitive Notes certificated Stapled Securities surrendered upon such registration of transfer or exchange.
(54) Neither None of the Registrar nor Security Registrar, the Security Custodian or the Company will be required:
(A) to issue, to register the transfer of or to exchange of any Notes Stapled Security during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 1103 pursuant to the terms of the Existing Indenture and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange of any Note Stapled Security including Notes 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 Stapled Security between a record date Record Date and the next succeeding Interest Payment Date.
(65) Prior to due presentment for the registration of a transfer of any NoteStapled Security, the TrusteeSecurity Registrar, Security Custodian, any Agent and the Company may deem and treat the Person in whose name any Note Stapled Security is registered as the absolute owner of such Note Stapled Security for the purpose of receiving payment of principal of and interest on such Notes Stapled Securities and for all other purposes, and none of the TrusteeSecurity Registrar, Security Custodian, any Agent or the Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.
(8) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Security Registrar and Security Custodian pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile.
(7) Neither the Security Registrar nor the Security Custodian nor any agent thereof shall have any responsibility for any actions taken or not taken by the Security Depositary.
(8) Neither the Security Registrar nor the Security Custodian shall have any responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Security Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Stapled Securities or with respect to the delivery to any Participant or Indirect Participant or other Person (other than the Security Depositary) of any notice or the payment of any amount under or with respect to such Stapled Securities. All notices and communications to be given to the Security Holders and all payments to be made to Security Holders under the Stapled Securities shall be given or made only to or upon the order of the registered Security Holders (which shall be the Security Depositary or its nominee in the case of a Global Stapled Security). The rights of beneficial owners in any Global Stapled Security shall be exercised only through the Security Depositary subject to the Applicable Procedures of the Security Depositary. The Security Registrar and Security Custodian may rely and shall be fully protected in relying upon information furnished by the Security Depositary with respect to its Participants or Indirect Participants.
(9) The Trustee Neither the Security Registrar nor the Security Custodian shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Stapled Security (including any transfers between or among Depositary Participants or beneficial owners of interests Indirect Participants in any Global NoteStapled Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms of, of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 3 contracts
Sources: Indenture (Vantage Drilling International), Indenture (OFFSHORE GROUP INVESTMENT LTD), Indenture (Vantage Drilling Netherlands B.V.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 (subject to the provisions of the Notes with respect to record dates) interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 3 contracts
Sources: Indenture (CyrusOne Inc.), Indenture (CyrusOne Inc.), Indenture (CyrusOne Inc.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order Officers’ Certificate in accordance with Section 2.2 hereof or at the Registrar’s request2.02 hereof.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 4.10, 4.11 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes Notes, made in accordance with this Section 2.06, will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will Issuer shall be required:
(Ai) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 fifteen (15) days before the day of any selection mailing of a notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture 3.03 hereof and ending at the close of business on the day mailing of selectionsuch notice of redemption;
(Bii) to register the transfer of or to exchange any Note selected called for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or
(Ciii) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(10) Each Holder agrees to indemnify the Issuer 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 Indenture and/or applicable United States Federal or state securities law.
(11) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Sources: Indenture (Horsehead Holding Corp), Indenture (Horsehead Holding Corp)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s written request.
(2ii) No service charge will 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 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 Sections 3042.07, 906 2.10, 3.06, 3.08, 4.07 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.04).
(3iii) The Neither the Registrar will not nor the Company shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the The Company will 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 the sending of a notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture 3.03 and ending at the close of business on the day of selection;such notice was sent,
(B) to register the transfer of or to exchange any Note so selected for redemption in whole or in partpart or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, 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 Record Date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee will 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.
(viii) At the option of the Holder, subject to Section 2.06(a), 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 to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.2 hereof2.02.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically (in PDF format).
(9x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Trustee agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuers and Guarantors will execute and the Trustee will authenticate Global Notes Notes, Note Guarantees and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 3.10, 3.11, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers and Guarantors, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Issuers will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Neither the Trustee nor the Registrar shall have no any duty to monitor the Issuers’ compliance with or have any responsibility with respect to the Issuers’ compliance with any federal or state securities laws in connection with registrations of transfers and exchanges of the Notes. Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Notes (including any transfers between or among Depositary Participants the Depositary’s participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence documentation, as are is expressly required by, and to do so if and when expressly required by by, the terms of, of this Indenture, Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Sources: Indenture (Eldorado Resorts, Inc.), Indenture (NGA Holdco, LLC)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.14, 4.18 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part[Reserved].
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Issuer will be required:
(A) to issue, to register the transfer of 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 (subject to the record date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or other electronic means.
(9) The Trustee None of the Issuer, the Trustee, the Notes Collateral Agent or any Agent shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants Participants, Indirect Participants, members or beneficial owners of interests Beneficial Owners 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(10) None of the Trustee, the Notes Collateral Agent or any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Sources: Indenture (Ingram Micro Holding Corp), Indenture (Ingram Micro Holding Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Operating Partnership will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request2.02 hereof.
(2) No service charge 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 Company Operating Partnership 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 Sections 3042.10, 906 3.06, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part[Omitted intentionally.]
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyOperating Partnership, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Operating Partnership will be required:
(A) to issue, to register the transfer of or to exchange any Notes during the 15-day period prior to the date on which a period beginning at the opening notice of business 15 days before the day of any selection redemption of Notes for redemption to be redeemed is sent to Holders under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection3.03 hereof;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Operating Partnership 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, premium, if any, on and (subject to the provisions of and the Notes with respect to record dates) interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company Operating Partnership shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The None of the Issuers, the Trustee or any Paying Agent shall have no any responsibility or liability for any aspect of the records of DTC or any nominee or participant or member thereof relating to, or payments made with respect to, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its Applicable Procedures. The Trustee, the Registrar and any Paying Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its Participants and other members, participants and any beneficial owners.
(10) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests Indirect Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Sources: Indenture (QualityTech, LP), Indenture (QualityTech, LP)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 4.09, 4.13 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will Issuers 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 (subject to the provisions of the Notes with respect to record dates) interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(7) The Trustee will shall authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Sources: Indenture (MGM Growth Properties Operating Partnership LP), Indenture (MGM Growth Properties Operating Partnership LP)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company will 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 mailing of a notice of redemption of the Notes for redemption to be redeemed under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selectionsuch mailing;
(B) 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; or;
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment DateDate (as defined in the Note); or
(D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 principal, premium, Special Interest, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) 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 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 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 Sections 3042.10, 906 3.07, 3.10, 4.16, 4.17 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3iii) The Registrar will shall 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.03 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9ix) The None of the Trustee or any Agent shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Certificated Note or Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(x) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, a Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any Depositary Participant, beneficial owner 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 Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and the Agents shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Depositary Participants and any beneficial owners. The Trustee and the Agents shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (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 Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Depositary Participant or between or among the Depositary, any such Depositary Participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
Appears in 2 contracts
Sources: Indenture (Playa Hotels & Resorts N.V.), Indenture (Playa Hotels & Resorts B.V.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 5.10, 5.14, 5.16 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof10.04).
(3) The Neither the Trustee nor the Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar Registrar, the Trustee nor the Company will 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 1103 of the Existing Indenture 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 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 Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, the Registrar, any Agent and the 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, the Registrar, any Agent or the Company shall will be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.02.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(10) Neither the Trustee nor any agent of the Trustee will have any responsibility for any actions taken or not taken by the Depositary.
(11) The Trustee will have no responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any 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 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 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 or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants or Indirect Participants.
Appears in 2 contracts
Sources: Indenture (CURO Group Holdings Corp.), Indenture (CURO Group Holdings Corp.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request2.02 (“Execution and Authentication”) hereof.
(2) No service charge will be made to a 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 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 Sections 3042.10 (“Temporary Notes”), 906 3.06 (“Notes Redeemed or Purchased in Part”), 3.10 (“Offer to Purchase by Application of Excess Proceeds”), 4.17 (“Offer to Repurchase Upon Change of Control”), 4.18 (“Asset Sales”), and 1107 9.05 (“Notation on or Exchange of the Existing Indenture and Sections 3.3, 4.6 and 4.7 Notes”) hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange.
(5) Neither None of the Trustee, the Registrar nor the Company will 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 1103 3.02 (“Selection of the Existing Indenture Notes to be Redeemed or Purchased”) hereof and ending at the close of business on the day of selection;
(B) 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; 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.2 2.02 (“Execution and Authentication”) hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.
(10) The Trustee shall have no responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any 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 or other Person (other than the Depositary) of any 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 or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants or Indirect Participants.
(11) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests Indirect Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Sources: Indenture (Vantage Drilling International), Indenture (Vantage International Management Pte Ltd.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.07, 4.10, 4.16 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) Notwithstanding anything in this Indenture to the contrary, unless an Event of Default has occurred and is continuing, no record or beneficial owner of the Notes may transfer any Notes or any beneficial interest therein without the prior written consent of the Company (such consent to not be unreasonably withheld or delayed); provided however, that the Company’s consent will be deemed given with respect to a proposed transfer if no response is received within ten (10) Business Days after having received a written request from such record or beneficial owner of the Notes pursuant to this Section 2.06(h)(4); provided, further, that
(A) no consent of the Company shall be required for any transfer of any Notes or any beneficial interest therein to any GS Person;
(B) no sale, pledge, assignment or other transfer of any Notes or any beneficial interest therein will be permitted to any Competitor;
(C) no transfer of any Notes or any beneficial interest therein will be permitted to any Person unless and until such Person delivers to the Company and the Trustee a Transferee Certificate (attaching evidence that such Person has made an election to be a non-objecting beneficial owner) and, if the consent of the Company is required for such transfer, with an acknowledgement thereof by the Company as provided therein; and
(D) any record or beneficial owner of the Notes may at any time pledge or assign a security interest in all or any portion of its rights under the Notes or this Indenture to secure obligations of such record or beneficial owner of the Notes, and this Section 2.06(h)(4) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such record or beneficial owner of the Notes as a record or beneficial owner of the Notes; provided, further, that no such pledge or assignment of a security interest shall create or increase any liability or obligation of the Parent, the Company or any of their Affiliates whatsoever, whether under this Indenture, the Notes, the Collateral Documents or otherwise.
(5) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(56) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(67) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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, the Applicable Premium and interest on such on, the Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7) 8) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 9) All certifications, certificates and Opinions of Counsel required to be submitted to the Company and the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The , PDF or similar electronic transmission. Notwithstanding anything to the contrary herein, neither the Trustee nor the Registrar shall have no be responsible for ascertaining whether any transfer complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws or Section 2.06(h)(4). Nothing herein shall impose any obligation or duty to monitor, determine liability upon the Trustee or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with Registrar in respect to of any transfer of any interest in any Note Notes (including any transfers between or among Depositary Participants or beneficial owners interests therein) of interests in any Global Note) other than to require delivery of such certificates and other documentation which the Trustee or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofRegistrar has no knowledge.
Appears in 2 contracts
Sources: Indenture (American Airlines, Inc.), Indenture (American Airlines, Inc.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge will be made to a 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 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 Sections 3042.10, 906 3.06, 4.07, 4.09, 4.18 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 8.04 hereof).
(3) The Registrar will not be required to register the transfer of or exchange of any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(4) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange any Notes Securities during a period beginning at the opening of business 15 days before the day of any selection of Notes Securities for redemption under pursuant to Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part; or
(C) to register the transfer of or to exchange a Note Security between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trustee, any Agent the Paying Agent, the Registrar and the Company may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and interest on such Notes Securities and for all other purposes, and none of the Trustee, any Agent the Paying Agent, the Registrar or the Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes Securities and Definitive Notes Securities in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Sources: Indenture (Eclipse Resources Corp), Indenture (Eclipse Resources Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 or notation payable upon exchange exchange, transfer or transfer notation pursuant to Sections 3042.10, 906 3.06, 3.10, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyCompany and the Guarantors, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 2 contracts
Sources: Indenture (United Air Lines Inc), Indenture (United Air Lines Inc)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Nineteenth Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (AerCap Holdings N.V.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s 's request.
(2) No service charge will be made charged 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same DebtIndebtedness, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Riverside Forest Products Marketing LTD)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Security Registrar’s request.
(2b) No service charge 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 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 Sections 304, 906 4.3(b) and 1107 8.4 and Section 2.06 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofBase Indenture).
(3c) The Security Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) This Section 3.3(e) shall replace Section 2.05(d) of the Base Indenture. Neither the Security Registrar nor the Company will be required:
(A1) to issue, to register the transfer of or to exchange any Notes Note during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 1103 of the Existing Indenture Article IV and ending at the close of business on the day earliest date on which the relevant notice of selection;redemption is deemed to have been given to all Holders of Notes to be so redeemed; or
(B2) 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
(C3) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereofSections 2.04 and 2.11 of the Base Indenture.
(8) All certifications, certificates and Opinions h) The transferor of Counsel required any Note shall provide or cause to be submitted provided to the Registrar pursuant Trustee all information necessary to this allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 2.5 6045 of the Code. The Trustee may rely on the information provided to effect a registration it and shall have no responsibility to verify or ensure the accuracy of transfer or exchange may be submitted by facsimilesuch information.
(9i) In connection with any proposed transfer outside the book-entry system, there shall be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on the information provided to it and shall have no obligation responsibility to verify or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery ensure the accuracy of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofinformation.
Appears in 1 contract
Sources: First Supplemental Indenture (NexPoint Real Estate Finance, Inc.)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2ii) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 4.10(c), 4.15, 4.19 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3iii) The Registrar 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company Issuer will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7vii) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (QGOG Constellation S.A.)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 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 Sections 3042.07, 906 2.10, 3.06, 3.09, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.04).
(3) The Registrar 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 part.
(4iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5iv) Neither the Registrar Company nor the Company will Registrar shall be required:
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 mailing or electronic delivery of Notes for a notice of redemption under Section 1103 of the Existing Indenture 3.03 and ending at the close of business on the day of selection;
such mailing or electronic delivery, (B) to register the transfer of or to exchange any Note so selected for redemption 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 Record Date and the next succeeding Interest Payment DateDate or (D) to register the transfer or exchange of any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, an Asset Sale Offer or other tender offer.
(6v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vi) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee will 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.
(vii) At the option of the Holder, subject to Section 2.06(a), 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 deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.2 hereof2.02.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar Company pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic delivery.
(9ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer (of which a Responsible Officer of the Trustee has actual knowledge) of any interest in any Note (including any transfers between or among Depositary the Depositary’s Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Healthequity, Inc.)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof the Company's order or at the Registrar’s 's request.
(2ii) No service charge will 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof), unless the transferee is a person other than the transferor.
(3iii) The Registrar will shall 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the The Company will shall not be required:
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 1103 of the Existing Indenture 3.02 hereof 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
part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Carters Imagination Inc)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at the Registrar’s request.
(2b) No service charge will 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 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 Sections 304, 906 and 1107 304 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofArticle 3 of this Second Supplemental Indenture).
(3) The Registrar 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 part.
(4c) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Second Supplemental Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(5d) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange 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 1103 Article 3 of the Existing this Second Supplemental Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6e) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Registrar or Paying Agent and the 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 Registrar or Paying Agent or the Company shall be affected by notice to the contrary.
(7f) The Trustee will authenticate Global Notes Securities and Definitive Notes Securities for original issue in accordance with the provisions of Section 2.2 hereof2.02 of the Second Supplemental Indenture.
(8) g) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Second Supplemental Indenture (Enable Midstream Partners, LP)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s 's request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 (subject to the provisions of the Notes with respect to record dates) interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Cincinnati Bell Inc)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Trustee’s or the Registrar’s request.
(2) No service charge will 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 Company 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 Sections 3042.07, 906 2.10, 4.11, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Neither the Registrar will not nor the Issuers shall be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, or tendered (and not withdrawn) for repurchase in connection with an Asset Sale Offer or other tender offer except the unredeemed or unrepurchased portion of any Note being redeemed or repurchased in part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will The Issuers shall not be required:
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 1103 of the Existing Indenture 3.02 hereof 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
part 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 premium) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(7) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 4.02 hereof, the Issuers shall execute, and the Trustee will 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.
(8) 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 Issuers 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 2.2 2.02 hereof.
(8) 9) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or PDF.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Toys R Us Inc)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof the Company's order or at the Registrar’s 's request.
(2ii) No service charge will 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 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 Sections 3043.4, 906 8.6 and 1107 11.7 of the Existing Indenture and Sections 3.3, 4.6 subsections 12(a) and 4.7 hereof12(b) of Section 1.01 of this Tenth Supplemental Indenture).
(3iii) The Registrar will shall 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under of the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the The Company will shall not be required:
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 1103 11.3 of the Existing Indenture 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
part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof3.3 of the Indenture.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.02 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Tenth Supplemental Indenture (Allied Waste Industries Inc)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.04 hereof or at the Note Registrar’s request.
(2) No service charge 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 Company 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 Sections 304Section 2.08, 906 Section 3.03 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 Section 9.04 hereof).
(3) The Note Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Trustee, Note Registrar nor the Company Issuer will be required:
(A) to issue, to issue or register the transfer or exchange of or to exchange any Notes Note during a period beginning at the opening of business 15 fifteen (15) calendar days before the day date on which notice of redemption of any selection of Notes selected for redemption under Section 1103 of the Existing Indenture Article 3 hereof is deemed to have been given and ending at the close of business on the day date of selection;such notice; or
(B) to register the transfer or exchange of or to exchange any Note selected for redemption 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.04 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or other electronic imaging means.
(9) The Trustee in each of its various capacities as designated from time to time hereunder shall have no responsibility or obligation to any Participants, indirect Participants or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participants, Indirect Participants 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 Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee in each of its various capacities as designated from time to time hereunder may rely and shall be fully protected in relying upon any information furnished by the Depositary with respect to its Participants.
(10) Neither the Trustee nor the Note Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any interest in any Note 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. The Trustee in each of its various capacities as designated from time to time hereunder shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants in any Global Note) other than to require deliver of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (AFC Gamma, Inc.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge will 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 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 Sections 304Section 2.10, 906 Section 3.06, Section 3.09, Section 4.11, Section 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 Section 9.05 hereof).
(3) The Neither the Registrar nor the Company 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date for the Note.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Co-Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge will 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 Company Co-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 Sections 3042.10, 906 3.06, 3.07, 4.11, 4.12 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 10.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyCo-Issuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company any Co-Issuer will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Co-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, the Applicable Premium and interest on such on, the Notes and for all other purposes, and none of the Trustee, any Agent or the Company Co-Issuers shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Co-Issuers and the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The , PDF or similar electronic transmission. Notwithstanding anything to the contrary herein, neither the Trustee nor the Registrar shall have no be responsible for ascertaining whether any transfer complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws. Nothing herein shall impose any obligation or duty to monitor, determine liability upon the Trustee or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with Registrar in respect to of any transfer of any interest in any Note Notes (including any transfers between or among Depositary Participants or beneficial owners interests therein) of interests in any Global Note) other than to require delivery of such certificates and other documentation which the Trustee or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofRegistrar has no knowledge.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(21) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.13 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(32) The Registrar 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 part.
(43) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company will 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 mailing of any selection a notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture to be redeemed or purchased pursuant to an offer to purchase and ending at the close of business on the day such notice of selectionredemption is mailed;
(B) 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; or;
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date; or
(D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically including by PDF.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (CVR Energy Inc)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Senior Discount Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s 's request.
(2) No service charge will be made to a Holder of a beneficial interest in a Senior Discount Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company 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 Sections 3042.10, 906 3.06, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar will not be required to register the transfer of or exchange of any Senior Discount Note selected for redemption in whole or in part, except the unredeemed portion of any Senior Discount Note being redeemed in part.
(4) All Senior Discount Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Senior Discount Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Senior Discount Indenture, as the Senior Discount Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company The Issuers will not be required:
(A) to issue, to register the transfer of or to exchange any Senior Discount Notes during a period beginning at the opening of business 15 days before the day of any selection of Senior Discount Notes for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Senior Discount Note selected for redemption in whole or in part, except the unredeemed portion of any Senior Discount Note being redeemed in part; or
(C) to register the transfer of or to exchange a Senior Discount Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Senior Discount Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Senior Discount Note is registered as the absolute owner of such Senior Discount Note for the purpose of receiving payment of principal of and interest on such Senior Discount Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(7) The Trustee will authenticate Senior Discount Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (VHS of Anaheim Inc)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Issuer Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 Company 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 Sections 304Section 2.13, 906 and 1107 3.05, 5.06 or 9.05 or the penultimate paragraph of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 2.02).
(3iii) The Neither the Registrar will not nor the Issuer shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will The Issuer shall not be required:
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 transmission of any selection a notice of Notes for redemption under Section 1103 of the Existing Indenture Notes to be redeemed pursuant to Section 5.03 and ending at the close of business on the day of selection;
such transmission, (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 Record Date and the next succeeding Interest Payment DateDate or (D) to register the transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may Issuer shall 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 Company Issuer shall be affected or incur any liability by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 3.04, the Issuer shall execute, and the Trustee will 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.
(viii) At the option of the Holder, subject to Section 2.06(a), 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 to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.2 hereof2.02.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or by electronic transmission or mail.
(9x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility or incur any liability for any actions taken or not taken by the Depositary.
Appears in 1 contract
Sources: Indenture (Hersha Hospitality Trust)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 exchange, transfer or transfer conversion pursuant to Sections 3042.10, 906 4.15 and 1107 9.05 hereof and Article 8 hereof, if such transaction does not involve a registration of transfer in the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofname of a different Holder (other than the Company)).
(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption conversion or repurchase in whole or in part, except the unredeemed unconverted or unrepurchased portion of any Note being redeemed converted or repurchased in part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) required to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Fti Consulting Inc)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Eighteenth Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (AerCap Holdings N.V.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.13 and 1107 9.05). In connection with any proposed transfer of Definitive Notes in exchange for Global Notes, there shall be provided to the Existing Indenture Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Trustee may rely on information provided to it and Sections 3.3, 4.6 and 4.7 hereof)shall have no responsibility to verify or ensure the accuracy of such information.
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of 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 1103 of the Existing Indenture 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 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; or
(D) to register the transfer of or to exchange any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 (subject to the record date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.02.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) 8) The Registrar, Transfer Agent and Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants 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 IndentureIndenture or the Notes, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary or with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof.
(10) Neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any federal or state securities laws in connection with registrations of transfers and exchanges of the Notes.
(11) Members of, or participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as Custodian, or under the Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of the Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Note.
Appears in 1 contract
Sources: Indenture (DIEBOLD NIXDORF, Inc)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 or notation payable upon exchange exchange, transfer or transfer notation pursuant to Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyCompany and the Guarantors, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 Company 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 Sections 3042.07, 906 2.10, 3.06, 4.07, 4.09 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.05).
(3iii) The Neither the Registrar will not nor the Issuers shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will The Issuers shall not be required:
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 mailing of notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture 3.02 and ending at the close of business on the day of selection;
such mailing, (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
, 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.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuers designated pursuant to Section 2.03, the Issuers shall execute, and the Trustee will 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.
(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 Issuers 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 2.2 hereof2.06.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Tops Holding Ii Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2) No service charge 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 Company may require payment of Holder to pay a sum sufficient to cover any pay all transfer tax 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 Sections 3042.10, 906 3.06, 3.09, 3.10, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) . The Registrar 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 part.
(43) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the The Company will not be required:
(A) to issue, to register the transfer of or to exchange any Notes (i) during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection, or (ii) during a period beginning at the opening of business 15 days before any Interest Payment Date and ending at the closing of business on such Interest Payment Date;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (GXS Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes Debentures and Definitive Notes Debentures upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge will 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 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 Sections 3042.10, 906 3.06, 3.09 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar will not be required to register the transfer of or exchange of any Note Debenture selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part.
(4) All Global Notes Debentures and Definitive Notes Debentures issued upon any registration of transfer or exchange of Global Notes Debentures or Definitive Notes Debentures will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes Debentures or Definitive Notes Debentures surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange any Notes Debentures during a period beginning at the opening of business 15 days before the day of any selection of Notes Debentures for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Note Debenture selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part; or
(C) to register the transfer of or to exchange a Note Debenture between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any NoteDebenture, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes Debentures and Definitive Notes Debentures in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Broadwing Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2) No service charge 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 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 Sections 304Section 2.10, 906 Section 3.06, Section 3.09, Section 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 9.06).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 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 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any #100513604v3 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.02.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, an agent member of the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member of the Depositary, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member of the Depositary, beneficial owner 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 Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any agent member of the Depositary or between or among the Depositary, any such agent member of the Depositary and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.
(10) Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, any Agent, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in #100513604v3 such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
(11) None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note security (including any transfers between or among Depositary Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Venture Global, Inc.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.14, 4.19 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Issuer will be required:
(A) to issue, to (i) register the transfer of 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection, (ii) 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 (iii) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and upon receipt of an Authentication Order, the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(4) The Registrar will not be required to register the transfer of or exchange of ay Note selected for redemption in whole or in part, except the unredeemed portion of any Note redeemed in part.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered on the books of the Registrar 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic image scan.
(9) The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global Note, a member of, or a participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, member, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) 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 the Holders under the Notes and this Indenture shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of Beneficial Owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Participants and any Beneficial Owners. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Depositary participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (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 Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee nor any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.
(10) Neither the Trustee nor any Agent shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any federal or state securities laws in connection with the registrations of transfer and exchange of Notes. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants Participants, members or beneficial owners of interests Beneficial Owners 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(11) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(12) The Company, the Trustee, the Paying Agent and the Registrar reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer of any Restricted Global Note or Restricted Definitive Note is being made in compliance with the Securities Act or the Exchange Act, or rules or regulations adopted by the SEC from time to time thereunder, and applicable state securities laws.
Appears in 1 contract
Sources: Indenture (Penn Virginia Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company Issuers will 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 mailing of a notice of redemption of the Notes for redemption to be redeemed under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selectionsuch mailing;
(B) 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; or;
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date; or
(D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection wit ha Change of Control Offer or an Asset Sale Offer.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 and Special Interest, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.;
(9) 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 Indenture or under applicable law with respect to any transfer of any transfer of any interest in any Note (including any transfers between or among Depositary Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof;
(9) 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. (1) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 4.09, 4.13 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will Issuers 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 (subject to the provisions of the Notes with respect to record dates) interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(7) The Trustee will shall authenticate Global Notes and Definitive Notes (subject to Section 2.06(a)) in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, at the Registrar's request the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes Notes, and the Trustee will, upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request2.02, authenticate such Notes.
(2) No service charge 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 Company may require payment of Holder to pay a sum sufficient to cover any pay all transfer tax 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) . The Registrar 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 part.
(43) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the The Company will not be required:
(A) to issue, to register the transfer of or to exchange any Notes (i) during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection, or (ii) during a period beginning at the opening of business 15 days before any Interest Payment Date and ending at the closing of business on such Interest Payment Date;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire so long as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 an executed original will be delivered if and when expressly required requested by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofTrustee.
Appears in 1 contract
Sources: Indenture (National Coal Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company an 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 Sections 3042.11, 906 3.06, 3.09, 4.10, 4.15, 4.16 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company any Issuer will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company each 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 (subject to the record date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company any Issuer shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions any Opinion of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic transmission including .pdf format.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. The Trustee shall have no responsibility or obligation to any Beneficial Owner of a Global Note, any Participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant thereof, with respect to any ownership interest in Global Notes or with respect to the delivery to any Participant, Beneficial Owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount, under or with respect to such Global Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Global Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of Beneficial Owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely conclusively and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants and any Beneficial Owners. Members of, or participants in, the Depositary shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as its custodian, or under the Global Note, and the Depositary may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and Participants, the operation of customary practices governing the exercise of the rights of a Holder of any Notes.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes (in each case, accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) upon receipt of an Authentication Order in accordance with Section 2.2 hereof the Issuers’ order or at the Registrar’s request.
(2ii) No service charge will 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 Company 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 Sections 3042.10, 906 3.06, 3.09, 4.06 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3iii) The Registrar will shall 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 part.
(4iv) All Global Notes and Definitive Certificated Notes (in each case, accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid Obligations obligations of the CompanyIssuers and the Subsidiary Guarantors, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will The Issuers shall not be required:
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 a selection of Notes for redemption under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection;
redemption, (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
part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent Agent, the Issuers and the Company Subsidiary Guarantors 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 Agent, the Issuers or the Company any Subsidiary Guarantor shall be affected by notice to the contrary.
(7vii) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes (in each case, accompanied by a notation of the Guarantees duly endorsed by the Subsidiary Guarantors) in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9ix) The Each Holder of a Note agrees to indemnify the Issuers and the Trustee shall have no obligation against any liability that may result from the transfer, exchange or duty to monitor, determine or inquire as to compliance with assignment of such Holder’s Note in violation of any restrictions on transfer imposed under provision of this Indenture and/or applicable United States federal 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofstate securities law.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 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 Sections 3042.07, 906 2.10, 3.06, 3.09, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.04).
(3iii) The Neither the Registrar will not nor the Company shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will shall be required:
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 1103 of the Existing Indenture 3.02 and ending at the close of business on the day of selection;
selection or for the period between the record date and the redemption date or purchase date, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and not validly withdrawn) for repurchase in connection with a Change of Control Offer, an Asset Sale Offer or other tender offer, in whole or in part, except the unredeemed portion of any Note being redeemed in part; or
part or (C) to register the transfer of or to exchange a any Note between a record date Record Date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of like tenor, in 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 like tenor, in 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 Company designated pursuant to Section 4.02. 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 to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.2 hereof2.02.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimileelectronically.
(9x) The Each Holder of a Note agrees to indemnify the 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 Indenture and/or applicable U.S. Federal or state securities law.
(xi) Neither the Registrar nor the Trustee shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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, of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (United States Steel Corp)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at the Registrar’s request.
(2b) No service charge will 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 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 Sections 304, 906 and 1107 304 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofArticle 3 of this Fourth Supplemental Indenture).
(3) The Registrar 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 part.
(4c) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Fourth Supplemental Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(5d) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange 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 1103 Article 3 of the Existing this Fourth Supplemental Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6e) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Registrar or Paying Agent and the 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 Registrar or Paying Agent or the Company shall be affected by notice to the contrary.
(7f) The Trustee will authenticate Global Notes Securities and Definitive Notes Securities for original issue in accordance with the provisions of Section 2.2 hereof2.02 of the Fourth Supplemental Indenture.
(8) g) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Enable Midstream Partners, LP)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge will 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 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 Sections 3043.06, 906 4.09 and 1107 9.05 hereof and Sections 2.10, 3.06 and 9.05 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofBase Indenture).
(3) The Registrar will shall 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the The Company will shall not be required:
(A) to issue, to register the transfer of or to exchange any Notes of a Series during a period beginning at the opening of business 15 days before the day of any selection of Notes of a Series for redemption under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may shall 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 Company shall be affected by notice to the contrary.
(7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.04 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic format (e.g. “pdf” or “tif”).
(9) The Trustee shall have no obligation All references in this Section 2.04 to the exchange or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of Notes, Global Notes, Definitive Notes or any interest in beneficial interests therein shall be deemed to refer to the exchange or transfer of the applicable Series of Notes, Global Notes, Definitive Notes or 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereoftherein.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company Company, the Subsidiary Guarantors 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 Sections 3042.10, 906 3.06, 3.09, 4.10 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 fifteen (15) days before the day of any selection of Notes for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary. So long as the Depositary or its nominee is the registered owner of a Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder represented by the Global Note for all purposes under this Indenture. Owners of beneficial interests in respect of a Global Note will not be entitled to have Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Definitive Notes, and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder, except as provided under Section 15.02 hereof. Accordingly, each Holder owning a beneficial interest in respect of a Global Note must rely on the procedures of the Depositary and, if such Holder is not a participant or an indirect participant, on the procedures of the participant through which such Holder owns its interest, to exercise any rights of a Holder of Notes under this Indenture or such Global Note.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically by “.pdf.”
(9) The Trustee shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Indenture, Applicable Procedures 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 Definitive Note or Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 3.08, 3.09, 4.10, 4.15, 4.22 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Issuers will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Interactive Health, Inc.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Operating Partnership will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request2.02 hereof.
(2) No service charge 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 Company Operating Partnership 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 Sections 3042.10, 906 3.06, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part[Omitted intentionally.]
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyOperating Partnership, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Operating Partnership will be required:
(A) to issue, to register the transfer of or to exchange any Notes during the 15-day period prior to the date on which a period beginning at the opening notice of business 15 days before the day of any selection redemption of Notes for redemption to be redeemed is sent to Holders under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection3.03 hereof;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Operating Partnership 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, premium, if any, on and (subject to the provisions of and the Notes with respect to record dates) interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company Operating Partnership shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The None of the Issuers, the Trustee or any Paying Agent shall have no any responsibility or liability for any aspect of the records of DTC or any nominee or participant or member thereof relating to, or payments made with respect to, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC, subject to its Applicable Procedures. The Trustee, the Registrar and any Paying Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its Participants and other members, participants and any beneficial owners.
(10) Neither the Trustee nor the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests Indirect Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (QTS Realty Trust, Inc.)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Twenty-Fifth Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2i) No service charge will 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 Company may will 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 Sections 3042.07, 906 2.10, 3.06, 3.09, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3ii) The Neither the Registrar will not nor the Company shall 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.
(4iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5iv) Neither the Registrar nor the The Company will shall not be required:
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 mailing of Notes for a notice of redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
such mailing, (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
part 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.
(6v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company and any agent of the Trustee, any Agent or the 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 Company or any of their agents shall be affected by notice to the contrary.
(7vi) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02 hereof, the Company shall execute, and the Trustee will 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 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 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9ix) The Neither the Trustee nor any Agent shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Viavi Solutions Inc.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 Sec- tion 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.10, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Neither the Registrar nor the Company 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled enti- tled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration regis- tration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Datesuc- ceeding interest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note Notes (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 Indenture, and to examine ex- amine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(10) Any 2020 Note that is transferred or exchanged shall be transferred or exchanged, as applicable, for a 2020 Note. Any 2022 Note that is transferred or exchanged shall be transferred or exchanged, as applicable, for a 2022 Note.
Appears in 1 contract
Sources: Indenture
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.04 of the Original Indenture or at the Registrar’s request.
(2b) No service charge 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 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 Sections 3042.12, 906 3.06 and 1107 9.05 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this First Supplemental Indenture).
(3c) The Registrar will 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.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the The Company will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Senior Note 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 Date.
(6f) Prior to due presentment for the registration of a transfer of any Senior Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Senior Note is registered as the absolute owner of such Senior Note for the purpose of receiving payment of principal of and interest on such Senior Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) Each Holder of Senior Notes agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such ▇▇▇▇▇▇’s Senior Note in violation of any provision of the Original Indenture and/or applicable United States federal or state securities law. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Senior 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.04 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company will 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 mailing (or, if not mailed, other transmittal) of any selection a notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture 3.03 hereof and ending at the close of business on the day of selectionsuch mailing (or, if not mailed, other transmittal);
(B) 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; 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.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile (including by means of a PDF document).
(8) In connection with any proposed transfer outside the book-entry only system, the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on any such information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
(9) The Trustee and each Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(10) 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 (ProFrac Holding Corp.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 conversion, repurchase, transfer or exchange, but the 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 Sections 304, 906 2.10 and 1107 of the Existing Indenture 9.04 and Sections 3.3, 4.6 and 4.7 Article 13 hereof).
(3) The Registrar will not be required to register the transfer of or exchange of any Note selected by the Holder for redemption repurchase in whole or in partpart upon a Fundamental Change, except the unredeemed unpurchased portion of any Note being redeemed repurchased in part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange any Notes during surrendered in whole or in part for repurchase in connection with a period beginning at Fundamental Change (and not withdrawn) except the opening of business 15 days before the day portion of any selection of Notes for redemption under Section 1103 of the Existing Indenture and ending at the close of business on the day of selectionsuch Note being repurchased in part;
(B) to register the transfer of or to exchange any Note selected surrendered for redemption conversion at the option of the Holder in whole or in part, except the unredeemed unconverted portion of any Note being redeemed converted in part;
(C) to register the transfer of or to exchange any Note selected in connection with a Forced Conversion in whole or in part, except the unconverted portion of any Note being converted in part; or
(CD) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee (or Authenticating Agent, if applicable) will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 4.15 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 Business Days before the day of any selection of Notes for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee (or Authenticating Agent, if applicable) will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or e-mail.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Jarden Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2) No service charge 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 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 Sections 304Section 2.10, 906 Section 3.06, Section 3.09, Section 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 9.06).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 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 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.02.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, an agent member of the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member of the Depositary, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member of the Depositary, beneficial owner 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 Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and Additional Interest, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any agent member of the Depositary or between or among the Depositary, any such agent member of the Depositary and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.
(10) Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, any Agent, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
(11) None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note security (including any transfers between or among Depositary Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Cheniere Energy Inc)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Fifteenth Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (AerCap Holdings N.V.)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Second-Priority Trustee will authenticate Global Notes and Definitive Second-Priority Notes upon receipt of an Authentication Issuer Order in accordance with Section 2.2 202 hereof or at the Second-Priority Note Registrar’s request.
(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Second-Priority Note for any registration of transfer or exchange, but the Company 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 Sections 304, 906 903, 1017, 1018 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof).
(3) The Second-Priority Note Registrar will not be required to register the transfer of or exchange of any Second-Priority Note selected for redemption in whole or in part, except the unredeemed portion of any Second-Priority Note being redeemed in part.
(4) All Global Notes and Definitive Second-Priority Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Second-Priority Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Second-Priority Indenture, as the Global Notes or Definitive Second-Priority Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Second-Priority Note Registrar nor the Company Issuers will be required:
(A) to issue, to register the transfer of or to exchange any Second-Priority Notes during a period beginning at the opening of business 15 days before the day of any selection mailing of a notice of redemption of Second-Priority Notes for redemption under Section 1103 of the Existing Indenture 1104 hereof and ending at the close of business on the day of selectionsuch mailing;
(B) to register the transfer of or to exchange any Second-Priority Note selected for redemption in whole or in part, except the unredeemed portion of any Second-Priority Note being redeemed in part; or
(C) to register the transfer of or to exchange a Second-Priority Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Second-Priority Note, the Second-Priority Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Second-Priority Note is registered as the absolute owner of such Second-Priority Note for the purpose of receiving payment of principal of and interest on such Second-Priority Notes and for all other purposes, and none of the Second-Priority Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary.
(7) The Second-Priority Trustee will authenticate Global Notes and Definitive Second-Priority Notes in accordance with the provisions of Section 2.2 202 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Second-Priority Note Registrar pursuant to this Section 2.5 312 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Second-Priority Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Second-Priority Indenture or under applicable law with respect to any transfer of any interest in any Second-Priority 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 Second-Priority Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(10) Neither the Second-Priority 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. (1) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.11, 4.12, 4.17 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Issuers will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Great Wolf Resorts, Inc.)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at the Registrar’s request.
(2b) No service charge will 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 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 Sections 304, 906 and 1107 304 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofArticle 3 of this Third Supplemental Indenture).
(3) The Registrar 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 part.
(4c) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Third Supplemental Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange.
(5d) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange 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 1103 Article 3 of the Existing this Third Supplemental Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6e) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Registrar or Paying Agent and the 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 Registrar or Paying Agent or the Company shall be affected by notice to the contrary.
(7f) The Trustee will authenticate Global Notes Securities and Definitive Notes Securities for original issue in accordance with the provisions of Section 2.2 hereof2.02 of the Third Supplemental Indenture.
(8) g) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Third Supplemental Indenture (Enable Midstream Partners, LP)
General Provisions Relating to Transfers and Exchanges. (1A) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof 3.03 of the Original Indenture or at the Registrar’s request.
(2B) No service charge 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 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 Sections 304, 906 3.09 and 1107 11.07 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 Section 4.01 hereof).
(3C) The Registrar 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 part.
(4D) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations of the Company, evidencing the same Debt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5E) Neither the Registrar nor the Company will be required:
(Ai) 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 1103 11.03 of the Existing Original Indenture and ending at the close of business on the day of selection;
(Bii) 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; or
(Ciii) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6F) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7G) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof3.03 of the Original Indenture.
(8) H) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.10 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s requestOrder.
(2) No service charge will 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 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 Sections 3042.10, 906 3.7, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 10.1 hereof).
(3) The Registrar will shall 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same DebtIndebtedness, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the The Company will shall not be required:
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 1103 of the Existing Indenture 3.3 hereof 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
part 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 (and Liquidated Damages, if any,) on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.6 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty . Notwithstanding anything herein to monitorthe contrary, determine or inquire as to compliance with any restrictions on transfer imposed under certifications and certificates delivered to the Registrar pursuant to this Indenture Section 2.6, the Registrar's duties shall be limited to confirming that any such certifications and certificates delivered to it are in the form of Exhibits B, C and D attached hereto. 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofcertificates.
Appears in 1 contract
Sources: Indenture (Penton Media Inc)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 of the Indenture or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.09, 906 3.06, 3.09, 4.09, 4.13, 4.14, 4.19 and 1107 9.05 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofIndenture).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 3.02 of the Existing Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Indenture.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.3 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner in a Global Note, an agent member of the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member of the Depositary, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member of the Depositary, Beneficial Owner 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 Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The Trustee rights of Beneficial Owners in the Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. 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 Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the Beneficial Owners thereof. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any agent member of the Depositary or between or among the Depositary, any such agent member of the Depositary and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.
(10) Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
(11) None of the Trustee, the Paying Agent or the Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law Applicable Law with respect to any transfer of any interest in any Note security (including any transfers between or among Depositary Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. 2/24/2017 — — — $ 800,000,000.00 3/15/2017 — — — $ 800,000,000.00 9/15/2017 — $ 22,333,333.33 $ 22,333,333.33 $ 800,000,000.00 3/15/2018 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2018 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 3/15/2019 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2019 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 3/15/2020 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2020 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 3/15/2021 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2021 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 3/15/2022 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2022 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 3/15/2023 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2023 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 3/15/2024 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2024 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 3/15/2025 — $ 20,000,000.00 $ 20,000,000.00 $ 800,000,000.00 9/15/2025 $ 23,420,737.00 $ 20,000,000.00 $ 43,420,737.00 $ 776,579,263.00 3/15/2026 $ 24,006,255.00 $ 19,414,481.58 $ 43,420,736.58 $ 752,573,008.00 9/15/2026 $ 24,606,412.00 $ 18,814,325.20 $ 43,420,737.20 $ 727,966,596.00 3/15/2027 $ 25,221,572.00 $ 18,199,164.90 $ 43,420,736.90 $ 702,745,024.00 9/15/2027 $ 25,852,111.00 $ 17,568,625.60 $ 43,420,736.60 $ 676,892,913.00 3/15/2028 $ 26,498,414.00 $ 16,922,322.83 $ 43,420,736.83 $ 650,394,499.00 9/15/2028 $ 27,160,874.00 $ 16,259,862.48 $ 43,420,736.48 $ 623,233,625.00 3/15/2029 $ 27,839,896.00 $ 15,580,840.63 $ 43,420,736.63 $ 595,393,729.00 9/15/2029 $ 28,535,894.00 $ 14,884,843.23 $ 43,420,737.23 $ 566,857,835.00 3/15/2030 $ 29,249,291.00 $ 14,171,445.88 $ 43,420,736.88 $ 537,608,544.00 9/15/2030 $ 29,980,523.00 $ 13,440,213.60 $ 43,420,736.60 $ 507,628,021.00 3/15/2031 $ 30,730,036.00 $ 12,690,700.53 $ 43,420,736.53 $ 476,897,985.00 9/15/2031 $ 31,498,287.00 $ 11,922,449.63 $ 43,420,736.63 $ 445,399,698.00 3/15/2032 $ 32,285,744.00 $ 11,134,992.45 $ 43,420,736.45 $ 413,113,954.00 9/15/2032 $ 33,092,888.00 $ 10,327,848.85 $ 43,420,736.85 $ 380,021,066.00 3/15/2033 $ 33,920,210.00 $ 9,500,526.65 $ 43,420,736.65 $ 346,100,856.00 9/15/2033 $ 34,768,215.00 $ 8,652,521.40 $ 43,420,736.40 $ 311,332,641.00 3/15/2034 $ 35,637,421.00 $ 7,783,316.03 $ 43,420,737.03 $ 275,695,220.00 9/15/2034 $ 36,528,356.00 $ 6,892,380.50 $ 43,420,736.50 $ 239,166,864.00 3/15/2035 $ 37,441,565.00 $ 5,979,171.60 $ 43,420,736.60 $ 201,725,299.00 9/15/2035 $ 38,377,604.00 $ 5,043,132.48 $ 43,420,736.48 $ 163,347,695.00 3/15/2036 $ 39,337,045.00 $ 4,083,692.38 $ 43,420,737.38 $ 124,010,650.00 9/15/2036 $ 40,320,471.00 $ 3,100,266.25 $ 43,420,737.25 $ 83,690,179.00 3/15/2037 $ 41,328,482.00 $ 2,092,254.48 $ 43,420,736.48 $ 42,361,697.00 9/15/2037 $ 42,361,697.00 $ 1,059,042.43 $ 43,420,739.43 — No. $ promises to pay to or registered assigns, the principal sum of DOLLARS and interest thereon in the pro rata amounts and on the Payment Dates provided for under Schedule I hereto. Payment Dates: March 15 and September 15, commencing September 15, 2017 Record Dates: March 1 and September 1 Dated: , 2▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ LIQUEFACTION, LLC By: Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON, as Trustee By: [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Twenty-Sixth Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 304, 906 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations of the Company, evidencing the same Debt, and entitled to the same benefits under the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Eleventh Supplemental Indenture (Tenet Healthcare Corp)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Twenty-Second Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Co-Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2) No service charge 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 Company Co-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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.13 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.05).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyCo-Issuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company Co-Issuers will be required:
(A) to issue, to register the transfer of 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 1103 of the Existing Indenture 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 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; or
(D) to register the transfer of or to exchange any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Co-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 (subject to the record date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Co-Issuers shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.02.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) 8) The Registrar, Transfer Agent and Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary or with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will authenticate Global Notes and Definitive Notes Trustee, upon receipt of an Authentication Order in accordance with Section 2.2 hereof Order, an Officer’s Certificate and an Opinion of Counsel, shall authenticate Global Notes and Certificated Notes upon the Company’s order or at the Registrar’s request.
(2ii) No service charge will 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 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 Sections 3042.10, 906 3.02, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3iii) The Registrar will shall 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 part.
(4iv) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the The Company will shall not be required:
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 1103 of the Existing Indenture 4.14 hereof 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
part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer that may be imposed under this Indenture with respect to the Notes 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) law, other than to require delivery of such certificates and other certificates, documentation or other evidence as are expressly required by, and to do so if and when expressly required by the terms ofby, this Indenture, and to examine . The Trustee shall have no responsibility for any actions taken or not taken by the same to determine substantial compliance as to form with the express requirements hereofDepositary.
Appears in 1 contract
Sources: Indenture
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof or at the Registrar’s requestNotes.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the The Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Compton Petroleum Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 of the Base Indenture or at the Registrar’s request.
(2) No service charge 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 Company 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 Sections 304, 906 2.09 and 1107 10.05 of the Existing Base Indenture and Sections 3.3, 4.6 4.8 and 4.7 4.9 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuer, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company Issuer will be required:
(Ai) 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 1103 of the Existing Indenture 3.4 hereof and ending at the close of business on the day of selection;
(Bii) 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; or
(Ciii) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuer shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.02 of the Base Indenture.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.4 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: First Supplemental Indenture (Rockwood Holdings, Inc.)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 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 Sections 3042.07, 906 2.10, 3.06, 3.09, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.04).
(3iii) The Neither the Registrar will not nor the Company shall 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.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Registrar nor the Company will shall be required:
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 1103 of the Existing Indenture 3.02 and ending at the close of business on the day of selection;
selection or for the period between the record date and the redemption date or purchase date, (B) to register the transfer of or to exchange any Note so selected for redemption or tendered (and not validly withdrawn) for repurchase in connection with a Change of Control Offer, Asset Disposition Offer or other tender offer, in whole or in part, except the unredeemed portion of any Note being redeemed in part; or
part or (C) to register the transfer of or to exchange a any Note between a record date Record Date and the next succeeding Interest Payment Date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, the Company shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of like tenor, in 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 like tenor, in 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 Company designated pursuant to Section 4.02. 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 to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.2 hereof2.02.
(8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimileelectronically.
(9x) The Each Holder of a Note agrees to indemnify the 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 Indenture and/or applicable U.S. Federal or state securities law.
(xi) Neither the Registrar nor the Trustee shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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, of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (United States Steel Corp)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2ii) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3iii) The Registrar 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 part.
(4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5v) Neither the Trustee, the Registrar nor the Company will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vii) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9ix) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depository.
(x) The Trustee shall have no responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depository or its nominee or of any 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 or other Person (other than the Depository) of any notice (including any notice of redemption) 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 or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Participants or Indirect Participants.
(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 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 Indirect Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Ion Geophysical Corp)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.14 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part[Reserved].
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 (subject to the record date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(10) 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 (Adient PLC)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge will 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 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 3.06, Section 4.09 and Section 9.05 hereof and Sections 3042.10, 906 3.06 and 1107 9.06 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofBase Indenture).
(3) The Registrar will shall 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the The Company will shall not be required:
(A) to issue, to register the transfer of or to exchange any Notes of a Series during a period beginning at the opening of business 15 days before the day of any selection of Notes of a Series for redemption under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may shall 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 Company shall be affected by notice to the contrary.
(7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.04 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic format (e.g. “pdf” or “tif”).
(9) The Trustee shall have no obligation All references in this Section 2.04 to the exchange or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of Notes, Global Notes, Definitive Notes or any interest in beneficial interests therein shall be deemed to refer to the exchange or transfer of the applicable Series of Notes, Global Notes, Definitive Notes or 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereoftherein.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2) No service charge 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 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 Sections 304Section 2.10, 906 Section 3.06, Section 3.09, Section 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 9.06).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will 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 1103 of the Existing Indenture 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 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.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.02.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, an agent member of the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member of the Depositary, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member of the Depositary, beneficial owner 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 Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any agent member of the Depositary or between or among the Depositary, any such agent member of the Depositary and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.
(10) Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, any Agent, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
(11) None of the Trustee or any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note security (including any transfers between or among Depositary Participants 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Venture Global, Inc.)
General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will (or Authentication Agent) shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s request.
(2ii) No service charge will 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 Company Company, Registrar and 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 Sections 3042.10, 906 4.07, 4.09 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereof9.04).
(3) The Registrar 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 part.
(4iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5iv) Neither the Registrar nor the Company will shall be required:
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 mailing of notice of redemption of Notes for redemption under Section 1103 of the Existing Indenture and ending at the close of business on the day of selection;
such mailing, (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
part 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.
(6v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7vi) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will (or Authentication Agent) shall, upon receipt of an Authentication Order, 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 Company shall execute, and the Trustee (or Authentication Agent) shall, upon receipt of an Authentication Order, 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 2.2 hereof2.06.
(8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9ix) The None of the Trustee or any Agent shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(x) The Trustee, in any of its capacities hereunder, shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, any Clearing System or other Person with respect to the accuracy of the records of any Clearing System or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant member, beneficial owner or other Person (other than such Clearing System) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Notes (or other security or property) 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 in respect of the Notes shall be given or made only to or upon the order of the registered Holders. The rights of beneficial owners in any Global Note shall be exercised only through the applicable Clearing System subject to the Applicable Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the applicable Clearing System with respect to its members, participants and any beneficial owners. None of the Trustee or any Agent shall have any responsibility for any actions taken or not taken by any Clearing System.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes Debentures and Definitive Notes Debentures upon receipt of an Authentication Order in accordance with Section 2.2 hereof 2.02 or at the Registrar’s 's request.
(2) No service charge will be made to a 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 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 exchange, transfer or transfer conversion pursuant to Sections 3042.06, 906 2.10, 3.06, 4.15 and 1107 9.05 hereof and Article 8 hereof, if such transaction does not involve a registration of transfer in the Existing Indenture and Sections 3.3, 4.6 and 4.7 hereofname of a different Holder (other than the Company)).
(3) The Registrar will not be required to register the transfer of or exchange of any Note Debenture selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part.
(4) All Global Notes Debentures and Definitive Notes Debentures issued upon any registration of transfer or exchange of Global Notes Debentures or Definitive Notes Debentures will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes Debentures or Definitive Notes Debentures surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar Company nor the Company will Registrar shall be required:
(A) to issue, to register the transfer of or to exchange any Notes Debentures during a period beginning at the opening of business 15 days before the day of any selection of Notes Debentures for redemption under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Note Debenture selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part; or
(C) to register the transfer of or to exchange a Note Debenture between a record date and the next succeeding Interest Payment Dateinterest payment date.
(6) Prior to due presentment for the registration of a transfer of any NoteDebenture, the Trustee, any Agent and the 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 Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Dynegy Inc /Il/)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s request.
(2) No service charge 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 Company Issuers may require payment of a sum sufficient to cover any transfer or exchange tax or similar governmental charge payable in connection therewith (other than any such transfer or exchange taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.. 001214-0006-16616731.1
(5) Neither the Registrar nor the Company Issuers will 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 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selection;
(B) 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; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (Tesoro Corp /New/)
General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 2.02 hereof or at the Registrar’s 's request.
(2) No service charge 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 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 Sections 3042.10, 906 3.06, 3.09, 4.10, 4.15 and 1107 of the Existing Indenture and Sections 3.3, 4.6 and 4.7 9.05 hereof).
(3) The Registrar 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 part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the Company, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(54) Neither the Registrar nor the Company will 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 mailing of a notice of redemption of the Notes for redemption to be redeemed under Section 1103 of the Existing Indenture 3.02 hereof and ending at the close of business on the day of selectionsuch mailing;
(B) 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; or;
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment DateDate (as defined in the Note); or
(D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.
(65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the 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 principal, premium, Liquidated Damages, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 2.02 hereof.
(8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
Sources: Indenture (RathGibson Inc)
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Twenty-Third Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, the Company Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.2 hereof or at 2.04 of the Registrar’s requestOriginal Indenture.
(2b) No service charge 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 Company 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 Sections 3042.11, 906 3.06 and 1107 9.04 of the Existing Original Indenture and Sections 3.3, 4.6 and 4.7 hereofSection 5.01 of this Eleventh Supplemental Indenture).
(3c) The Registrar 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 part.
(4d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid Obligations obligations of the CompanyIssuers, evidencing the same Debtdebt, and entitled to the same benefits under the this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5e) Neither the Registrar nor the Company The Issuers will 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 1103 3.02 of the Existing Original Indenture and ending at the close of business on the day of selection;
(B) 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; 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.
(6f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company 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 Company Issuers shall be affected by notice to the contrary.
(7g) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2 hereof2.04 of the Original Indenture.
(8) h) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.5 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(9i) The Each Holder agrees to indemnify the Issuers, the Registrar 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 Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar shall have no any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any 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 Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
Appears in 1 contract