Common use of Obligations with Respect to Transfers and Exchanges of Notes Clause in Contracts

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Registrar’s request. (2) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 13 contracts

Sources: First Supplemental Indenture (Lear Corp), Second Supplemental Indenture (Lear Corp), Fourth Supplemental Indenture (Lear Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated authenticate, Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture). (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes Note surrendered upon such transfer or exchange.

Appears in 8 contracts

Sources: Indenture (E.W. SCRIPPS Co), Indenture (E.W. SCRIPPS Co), Indenture (E.W. SCRIPPS Co)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s requestor co-Registrar’s request and upon a written order of the Company. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.06 or Section 9.04). (3iii) The Neither the Registrar nor the co-Registrar or the Issuer shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (A) 15 Business Days days before the mailing transmission of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such transmission or (B) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent Agent, the Registrar or the any co-Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 7 contracts

Sources: Fifth Supplemental Indenture (Southwest Gas Corp), Fourth Supplemental Indenture (Southwest Gas Corp), Third Supplemental Indenture (Southwest Gas Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s requestNotes. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, interest and interest Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 7 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Western Refining Logistics, LP), Indenture (Calumet Specialty Products Partners, L.P.)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and the Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.5 or 9.5). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning 15 Business Days (1) fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or 15 Business Days (2) fifteen (15) calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to such Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 7 contracts

Sources: Indenture (Carvana Co.), Indenture (Skillz Inc.), Indenture (Carvana Co.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.8, 3.6, 4.9 and 9.5 of this Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date interest payment date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Dateinterest payment date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 6 contracts

Sources: Indenture (Verisign Inc/Ca), Indenture (MSCI Inc.), Indenture (MSCI Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated certificated Notes, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made 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, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or registration of transfer pursuant to Sections 3.06, 4.11 and 9.05 of this Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days 10 days before the mailing of a notice of redemption or an offer to repurchase or redeem Notes or 15 Business Days 10 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

Appears in 6 contracts

Sources: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this ARTICLE II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to SECTIONS 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1)15 calendar days before the sending of a notice of an offer to repurchase or in part pursuant to Article 3redeem Notes and ending at the close of business on the day of such sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5) . All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 6 contracts

Sources: Indenture (iHeartMedia, Inc.), Indenture (iHeartMedia, Inc.), Indenture (iHeartMedia, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 5 contracts

Sources: Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated authenticate, Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.08 and 9.04 of this Indenture). (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes Note surrendered upon such transfer or exchange.

Appears in 5 contracts

Sources: Indenture (Gray Media, Inc), Indenture (Gray Media, Inc), Indenture (Gray Television Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Physical Notes and Global Notes at the Registrar’s 's request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge payable that may be imposed in connection therewithwith any registration of transfer or exchange of Notes other than exchanges pursuant to Sections 3.04, 4.07 or 11.04 not involving any transfer. (3iii) The Registrar Company shall not be required to (A) to issue, register, register the transfer of or exchange any Note during a period of 15 days preceding the selection of Notes for redemption, or (B) register the transfer of or exchange of (a) any Physical Note selected for redemption in whole or in part pursuant to Article 33 of this Indenture, except in the unredeemed portion case of any Physical Note being to be redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer portion thereof not to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 5 contracts

Sources: Sixth Supplemental Indenture (TRW Inc), Fourth Supplemental Indenture (TRW Inc), Second Supplemental Indenture (TRW Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee Authenticating Agent shall authenticate Certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to Holders of a beneficial interest in a Global Note or to a Holder of a Certificated Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 5 contracts

Sources: Indenture Agreement (Solstice Advanced Materials Inc.), Indenture (Arconic Corp), Indenture (Arconic Rolled Products Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 5 contracts

Sources: Indenture (Churchill Downs Inc), Indenture (CHURCHILL DOWNS Inc), Indenture (Builders FirstSource, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall Authenticating Agent shall, upon receipt of an Authentication Order, authenticate Certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 5 contracts

Sources: Senior Indenture (Aptiv Corp), Subordinated Indenture (Aptiv Corp), Subordinated Indenture (Aptiv PLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the U.S. Trustee shall authenticate Certificated Definitive Registered Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.7, 4.9 and 9.4 of this Indenture). (3iii) The Registrar shall need not be required to register the transfer of or exchange of (a) any Note Notes selected for redemption (except, in whole or in part pursuant the case of a Note to Article 3, except the unredeemed portion of any Note being be redeemed in part, the portion of the Note not to be redeemed) or (b) to transfer or exchange any Note Notes for a period beginning of 15 Business Days before the mailing of a notice of an offer days prior to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other any date determined fixed for the redemption of such notes, for a period of 15 days immediately prior to the date fixed for selection of such Notes to be redeemed in part, for a period of 15 days prior to the record date with respect to any interest payment date applicable to such Notes; or which the Holder has tendered (and not withdrawn) for repurchase in connection with a Change of interest), and ending on such mailing date or Interest Payment Date, as the case may beControl Offer. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the U.S. Trustee, the Paying Agent or Agent, the Registrar may or any co-registrar shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whatsoever (whether or not such Note is overdue, ) and none of the Company, the U.S. Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 5 contracts

Sources: Indenture (Open Text Corp), Indenture (Open Text Corp), Indenture (Open Text Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuers’ and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuers (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(i) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 4 contracts

Sources: Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.6 or 9.5). (3) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes of such series surrendered upon such transfer or exchange. (6) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) shall bear the legend set forth in Section 2.1(c).

Appears in 4 contracts

Sources: Indenture (Ralph Lauren Corp), Indenture (Ralph Lauren Corp), Indenture (Reliance Steel & Aluminum Co)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon any exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, interest, premium and interest on Additional Interest, if any, on, such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. Accordingly, for purposes of clause (3) of the second paragraph of Section 4.09 of this Indenture, “the Notes issued and sold on the Initial Issuance Date” shall be deemed to refer to and include any Notes issued in exchange for, or upon registration of transfer of, or in lieu of, any such Notes (or any predecessor Notes thereof) pursuant to Sections 2.3 or 2.4 hereof or Sections 2.06, 2.07, 2.09, 3.06, 4.10, 4.15 or 9.05 of this Indenture.

Appears in 4 contracts

Sources: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s requestNotes. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.04 and of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 4 contracts

Sources: Indenture (Calumet, Inc. /DE), Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall Authenticating Agent shall, upon receipt of an Authentication Order, authenticate Certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 4 contracts

Sources: Subordinated Indenture (Aptiv Corp), Senior Indenture (Aptiv Corp), Senior Indenture (Delphi Trade Management, LLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.08 and 9.05 of this Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of redemption or an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 4 contracts

Sources: Indenture (Tempur Sealy International, Inc.), Indenture (Tempur Sealy International, Inc.), Indenture (Tempur Sealy International, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Note Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 8.06 and 10.08 of the Indenture). (3iii) The Note Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of redemption or an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Note Registrar or the Registrar any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent Agent, the Note Registrar or the Registrar any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture, Indenture (Lumen Technologies, Inc.), Indenture (Qwest Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Note Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer taxTax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer Taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 10.08 of the Indenture). (3iii) The Note Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of redemption or an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Note Registrar or the Registrar any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent Agent, the Note Registrar or the Registrar any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.8, 3.6, 4.9 and 9.5 of this Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing or sending of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing or sending date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.02, 2.06, 2.10, 2.12, 3.02, 3.06, 5.06 or 9.05). (3iii) The Registrar Company (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may beunredeemed portion of any Note being redeemed in part. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal or premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (Cliffs Natural Resources Inc.), Indenture (Cliffs Natural Resources Inc.), Indenture (Cliffs Natural Resources Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06 and 9.05 of the Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption (except, in whole or in part pursuant the case of a Note to Article 3, except the unredeemed portion of any Note being be redeemed in part, the portion of the Note not to be redeemed) or (b) to transfer or exchange any Note for a period beginning 15 Business Days days before the mailing of a notice of redemption or an offer to repurchase or redeem Notes is sent or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.10, 2.12, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (Wayfair Inc.), Indenture (Wayfair Inc.), Indenture (Clean Harbors Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5). (3iii) The Registrar Company (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may beunredeemed portion of any Note being redeemed in part. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (Edgen Group Inc.), Indenture (Edgen Murray II, L.P.), Indenture (Easton-Bell Sports, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.), Indenture (Summit Midstream Partners, LP)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 3 contracts

Sources: Indenture (RBC Bearings INC), Indenture (Diversey Holdings, Ltd.), Indenture (Infrastructure & Energy Alternatives, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes upon receipt of an Authentication Order in accordance with Section 2.03 of this Indenture or at the Registrar’s 's request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.07 and 9.05 of this Indenture). (3iii) The Neither the Registrar nor the Company shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be, or (c) a Note between a record date and the next succeeding interest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vi) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. (vii) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.03 of this Indenture.

Appears in 3 contracts

Sources: Indenture (Era Group Inc.), Indenture (Era Group Inc.), Indenture (Seacor Holdings Inc /New/)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.12, 3.5, 3.9, 5.8 or 9.5). (3iii) The Registrar Issuer (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note (A) for a period (1) of 15 days before a selection of Notes to be redeemed or (2) beginning 15 days before an interest payment date and ending on such interest payment date or (B) selected for redemption in whole or in part pursuant to Article 3redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, any Guarantor, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) [Reserved]. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Ultra Petroleum Corp), Exchange Agreement (Ultra Petroleum Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and the Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5) . All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Frontier Communications Corp), Indenture (Frontier Communications Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) 15 calendar days before the sending of a notice of an offer to repurchase or in part pursuant to Article 3redeem Notes and ending at the close of business on the day of such sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (GCP Applied Technologies Inc.), Indenture (W R Grace & Co)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and the Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including, without limitation, the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (loanDepot, Inc.), Indenture (loanDepot, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated Definitive Registered Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.7, 4.7 and 9.4 of this Indenture). (3iii) The Registrar shall Issuer need not be required to transfer or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, need not issue, register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except during the unredeemed portion period of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing sending of a notice of redemption of Notes to be redeemed and need not register the transfer or exchange of any Note during the period of 15 days prior to an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar may or any co-registrar shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whatsoever (whether or not such Note is overdue, ) and none of the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Alcoa Corp), Indenture (Alcoa Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.02, 2.06, 2.10, 2.12, 3.02, 3.06, 5.06 or 9.05). (3iii) The Registrar Company (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may beunredeemed portion of any Note being redeemed in part. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal or premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Cleveland-Cliffs Inc.), Indenture (Cleveland-Cliffs Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s 's request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.8, 3.10 or 9.5). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or redeem Notes or (2) 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beinterest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (premium, if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Tango of Arundel, Inc.), Indenture (Quiksilver Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A-1 and B-1 (in the case of the Dollar Notes) and Exhibits A-2 and B-2 (in the case of the Euro Notes)) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Infor, Inc.), Indenture (Trisyn Group, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05). (3iii) The Registrar Company (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may beunredeemed portion of any Note being redeemed in part. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal or premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Cleveland-Cliffs Inc.), Indenture (Cliffs Natural Resources Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.8, 3.6, 4.9 and 9.5 of this Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing or sending of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date interest payment date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing or sending date or Interest Payment Dateinterest payment date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (MSCI Inc.), Indenture (MSCI Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.12, 3.07 and 9.05 of the Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing delivery of a notice of redemption or an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Ninth Supplemental Indenture (Westlake Chemical Corp), Eighth Supplemental Indenture (Westlake Chemical Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article Two, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes or similar governmental charges payable upon an exchange pursuant to Section 304, 906, 1007, 1012 or 1108 not involving any transfer). (3iii) The Registrar Issuer (and the Registrar) shall not be required to register the transfer of or exchange of any Note, (aA) for a period (1) of 15 days before giving any Note notice of redemption of Notes or (2) beginning 15 days before an Interest Payment Date and ending on such Interest Payment Date or (B) selected for redemption in whole or in part pursuant to Article 3redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, any Guarantor, the Trustee, the Collateral Agent, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving any payment of principal of and interest on such Note and for all other purposes whatsoever, including the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the Collateral Agent, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Weatherford International PLC), Indenture (Weatherford International PLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and the Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.05, 5.06 or 9.05). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Notes Collateral Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Notes Collateral Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Embecta Corp.), Indenture (Embecta Corp.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Security Registrar’s 's request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith. (3iii) The Security Registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 33 of this Indenture, except the unredeemed portion of any Definitive Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, or the Security Registrar may deem and treat the person Person in whose name a 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 Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent Agent, or the Security Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Supplemental Indenture (Commercial Metals Co), Supplemental Indenture (Commercial Metals Co)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06 and 9.05 of the Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption (except, in whole or in part pursuant the case of a Note to Article 3, except the unredeemed portion of any Note being be redeemed in part, the portion of the Note not to be redeemed) or (b) to transfer or exchange any Note for a period beginning 15 Business Days days before the mailing of a notice of redemption or an offer to repurchase or redeem Notes is sent or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.11, 2.13, 5.6 or 9.5). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning 15 Business Days (1) fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or 15 Business Days (2) fifteen (15) calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part or any Note not redeemed due to the failure of a condition precedent to the redemption. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legends regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Registrar’s request. (2) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3) The transferor of any Note shall provide or cause to be provided to the Paying Agent all information necessary to allow the Paying Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Paying Agent may conclusively rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. (4) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3III, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (45) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected affected, or incur any liability, by notice to the contrary. (56) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Ninth Supplemental Indenture (Dana Inc), Seventh Supplemental Indenture (Dana Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article Two, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 9.06). (3iii) The Registrar Issuer (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period (1) beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing, (2) selected for redemption in whole or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for in part pursuant to Article Three, except the payment unredeemed portion of interest)any Note being redeemed in part, and ending on (3) during a Change of Control Offer, an Alternate Offer or an Asset Sale Offer if such mailing date Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Interest Payment Date, as the case may beAsset Sale Offer and not withdrawn. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, including the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e) shall, except as otherwise provided by Section 2.06(c), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Warner Chilcott CORP), Indenture (PQ Systems INC)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s requestNotes. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, and interest and premium, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 2.2, 2.6, 2.10, 2.12, 3.5, 3.8, 5.6, 5.7 or 9.4). (3iii) The Registrar Issuer (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an and ending on such Interest Payment Date or other date determined (B) called for redemption, except the payment unredeemed portion of interest), and ending on such mailing date or Interest Payment Date, as the case may beany Note being redeemed in part. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (CPG Newco LLC), Indenture (CPG Newco LLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Certificated Definitive Notes and the Registrar shall authenticate Global Notes at the Registrar’s or co-registrar’s request; provided that the Registrar shall instruct, or shall cause the Paying Agent to instruct, the CSK to effectuate any such Global Notes and such Global Notes shall have been effectuated by (or on behalf of) the CSK on the proposed issue date thereof. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.14 and Section 9.05 hereof). (3iii) The Registrar or co-registrar shall not be required to register the transfer of of, or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3of, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beinterest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a 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 Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt debt, and shall be entitled to the same benefits under this Indenture Indenture, as the Notes surrendered upon such transfer or exchange. (vi) All Global Notes shall be registered in the name of a nominee of the CSK, for, and in respect of interests held through the Clearing Systems and all transfers of beneficial ownership interests therein will be made in accordance with the rules of the Clearing Systems. The Paying Agent will instruct Euroclear and Clearstream to make the appropriate entries in their records in respect of all Global Notes. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note. (vii) 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 United States Federal or state securities law.

Appears in 2 contracts

Sources: Indenture (Bunge Limited Finance Corp), Indenture (Bunge LTD)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall shall, upon receipt of a Company Order, authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2) Notes. No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.9, 2.11, 3.5, 5.5 or 9.5 hereof). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) hereof shall, except as otherwise provided by Section 2.6(d) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d) hereof. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Notes in certificated form and Global Notes at the Debt Security Registrar’s 's request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 3.08). (3iii) The Debt Security Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Debt Security Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Supplemental Indenture No. 2 shall evidence the same debt and shall be entitled to the same benefits under this Supplemental Indenture No. 2 as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Supplemental Indenture (Armco Inc), Supplemental Indenture (Armco Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s requestor co-Registrar’s request and upon a written order of the Company. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.06 or Section 9.04). (3iii) The Neither the Registrar nor the co-Registrar or the Issuer shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (A) 15 Business Days days before the mailing transmission of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such transmission or (B) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent Agent, the Registrar or the any co-Registrar shall be affected by notice to the contrary. (5v) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes of such series surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s 's or co-Registrar's request. (2) . No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 5.11, 8.05 and 9.06). (3ii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any certificated Note selected for redemption in whole or in part pursuant to Article 3IX, except the unredeemed portion of any certificated Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the any co-Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest and Liquidated Damages, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5iv) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Northwest Pipeline Corp), Indenture (Williams Companies Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee Authenticating Agent shall authenticate Certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Delphi Technologies PLC), Indenture Agreement (Delphi Automotive PLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, Issuer shall, subject to the Company shall other terms and conditions of this Article 2, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.02, 2.06, 2.07, 2.09, 3.06, 4.10, 4.14, or 9.05). (3) The Registrar Issuer (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, as an Asset Disposition Offer or other tender offer, except the case may beunredeemed or untendered portion of any Note being redeemed or tendered in part. (4) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d). (6) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Superior Energy Services Inc), Indenture (Superior Energy Services Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated Definitive Registered Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.7, 4.11 and 9.4 of this Indenture). (3iii) The Registrar shall Issuer need not be required to transfer or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer, need not issue, register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except during the unredeemed portion period of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of redemption of Notes to be redeemed and need not register the transfer or exchange of any Note during the period of 15 days prior to an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar may or any co-registrar shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whatsoever (whether or not such Note is overdue, ) and none of the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, interest and interest Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Natural Resource Partners Lp), Indenture (PetroLogistics LP)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s requestor co-Registrar’s request and upon a written order of the Company. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.06 or Section 9.04). (3iii) The Neither the Registrar nor the co-Registrar or the Issuer shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (A) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing or (B) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent Agent, the Registrar or the any co-Registrar shall be affected by notice to the contrary. (5v) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes of such series surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, assessment or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.7, 2.9, 5.5 or 9.4). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning 15 Business Days (i) fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or 15 Business Days (ii) fifteen (15) calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part or any Note not redeemed due to the failure of a condition precedent to the redemption. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(g) shall, except as otherwise provided by Section 2.6(d), bear the applicable legends regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (OLIN Corp), Indenture (OLIN Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall shall, upon receipt of a Company Order, authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2) Notes. No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.10, 2.12, 3.5, 5.5 or 9.5 hereof). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an Interest Payment Date and ending on such Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) hereof shall, except as otherwise provided by Section 2.6(d) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d) hereof. All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Beach Acquisition Co Parent, LLC), Indenture (Skechers Usa Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s 's or co-registrar's request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 9.05 hereof). (3iii) The Registrar or co-registrar shall not be required to register the transfer of of, or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3of, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beinterest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a 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 Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(d) hereof shall, except as otherwise provided by Section 2.06(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(c) hereof. (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (vii) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.

Appears in 2 contracts

Sources: Indenture (Bunge LTD), Indenture (Bunge LTD)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Security Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith. (3iii) The Security Registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 33 of the Indenture, except the unredeemed portion of any Definitive Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, or the Security Registrar may deem and treat the person Person in whose name a 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 Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent Agent, or the Security Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Supplemental Indenture (Commercial Metals Co), Supplemental Indenture (Commercial Metals Co)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 34, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: First Supplemental Indenture (Pilgrims Pride Corp), First Supplemental Indenture (Pilgrims Pride Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s 's or co-registrar's request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, each of the Company, the Trustee, the Paying Agent or Agent, the Registrar and any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar and any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 2 contracts

Sources: Indenture (Laroche Industries Inc), Indenture (Canton Oil & Gas Co)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s request. (2) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5) All Notes issued upon any transfer or exchange pursuant to the terms of this Second Supplemental Indenture shall evidence the same debt and shall be entitled to the same benefits under this Second Supplemental Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Second Supplemental Indenture (Solutia Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s 's request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.10 or 9.5). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or redeem Notes or (2) 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beinterest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Tower Automotive Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s written request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5). (3iii) The Registrar Issuers (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date interest payment date, (B) called for redemption, except the unredeemed portion of any Note being redeemed in part or Interest Payment Date(C) tendered and not withdrawn in connection with a Change of Control Offer, as the case may beCollateral Disposition Offer or Asset Sale Offer. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Northern Tier Energy, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated authenticate, Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.06, 4.08 and 9.05 of this Indenture). (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before a selection of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture In- denture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes Note surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (E.W. SCRIPPS Co)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13 or 9.5). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on and any Additional Amounts in respect of such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(ea), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Essar Steel Algoma Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.8, 3.10 or 9.5). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or redeem Notes or (2) 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beinterest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (premium, if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Palace Entertainment Holdings, Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.7, 3.9 or 9.4). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or redeem Notes or (2) 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beinterest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (premium, if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Quiksilver Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuers’ and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.01(g), 2.02, 2.06(e), 2.09, 5.06 or 9.04). The Issuers (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the form of 2024 Note and form of 2026 Note attached hereto as Exhibits A-1 and A-2, respectively) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(g) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Yum Brands Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Security Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Section 1107 of the Indenture). (3iii) The Security Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for during a period beginning of 15 Business Days before immediately preceding the mailing date notice is given of a notice redemption, all in accordance with Section 305 of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beIndenture. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Second Supplemental Indenture (Northwestern Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Registrar’s request. (2) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 33 of the Existing Indenture, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5) All Notes issued upon any transfer or exchange pursuant to the terms of this Second Supplemental Indenture shall evidence the same debt and shall be entitled to the same benefits under this Second Supplemental Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Second Supplemental Indenture (Jarden Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.8, 3.11, 3.12, 3.13 or 5.8). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or and ending at the close of business on the day of such mailing, (2) 15 Business Days before an Interest Payment Date (whether or not an and ending on such Interest Payment Date or other date determined (3) 15 Business Days before the day of any selection of Notes for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beredemption under Section 5.4 hereof. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Blockbuster Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s 's or any co-registrar's request, subject to terms and conditions of this Indenture. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.6, 4.7, 4.9 and Section 9.5 of this Indenture). (3iii) The Registrar or any co-registrar shall not be required to register the transfer of or exchange of (a) any certificated Note selected for redemption in whole or in part pursuant to Article 3III of this Indenture, except the unredeemed portion of any certificated Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Spectrasite Holdings Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (American Capital, LTD)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, interest and interest Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Chesapeake Oilfield Operating LLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated authenticate, Definitive Notes and Global Notes at the Registrar’s 's request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 9.6 or 11.6 of the Indenture). (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5iv) The Company shall not be required to make and the Registrar need not register transfers or exchanges of Notes selected for redemption (except, in the case of Notes to be redeemed in part, the portion thereof not to be redeemed) or any Notes for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Supplemental Indenture shall evidence the same debt Debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Supplemental Indenture (Hospira Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(B) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to Section 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Triangle Petroleum Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s 's request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange pursuant to Section 9 05). (3iii) The Registrar shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 5.04 hereof and ending at the close of business on the day of selection, (aB) to register the transfer of or to exchange any Note so selected for redemption in whole or in part pursuant to Article 3part, except the unredeemed portion of any Note being redeemed in part, part or (bC) any to register the transfer of or to exchange a Note for between a period beginning 15 Business Days before record date and the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the next succeeding interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be valid and binding obligations of the Issuer, shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Kingsway Financial Services Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bebe redeemed. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note App. - 6 for the purpose of receiving payment of principal of of, premium, if any, interest and interest Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Inergy L P)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (2) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith. (3) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date interest payment date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Dateinterest payment date, as the case may be. (4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Senior Unsecured Term Loan Agreement (Pilgrims Pride Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.6, 4.7, 4.9 and Section 9.5 of this Indenture). (3iii) The Registrar or any co-registrar shall not be required to register the transfer of or exchange of (a) any certificated Note selected for redemption in whole or in part pursuant to Article 3III of this Indenture, except the unredeemed portion of any certificated Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon on any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Spectrasite Holdings Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated Definitive Registered Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.7, 4.6 and 9.4 of this Indenture). (3iii) The Registrar shall Issuer need not be required to transfer or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, need not issue, register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except during the unredeemed portion period of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing sending of a notice of redemption of Notes to be redeemed and need not register the transfer or exchange of any Note during the period of 15 days prior to an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar may or any co-registrar shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whatsoever (whether or not such Note is overdue, ) and none of the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Alcoa Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.10, 4.15 and 9.05 and of the Indenture). (3iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or (b) register the transfer of any Note Notes for a period beginning of 15 Business Days days before a selection of Notes to be redeemed or during the mailing of period between a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other record date determined for and the corresponding interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, interest and interest Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Bristow Group Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated authenticate, Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3.08, 4.06, 4.08 and 9.04 of this Indenture). (3) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the a Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange. Neither the Registrar nor the 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 3.04 herein 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.

Appears in 1 contract

Sources: Indenture (Advantage Solutions Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and the Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (GrubHub Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee Authenticating Agent shall authenticate Certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to Holders of a beneficial interest in a Global Note or to a Holder of a Certificated Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, fees assessments, or similar governmental charge payable in connection therewithfees payable in connection with such transfer or exchange of Notes. (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Gannett Co., Inc.)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Note Registrar’s or co-registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 806 and 1008 of the Indenture). (3iii) The Note Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days days before the mailing of a notice of redemption or an offer to repurchase or redeem Notes or 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Note Registrar or the Registrar any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent Agent, the Note Registrar or the Registrar any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt and shall be entitled to the same benefits under this the Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Centurylink, Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 3.7, 3.9 or 9.5). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning (1) 15 Business Days before the mailing of a notice of an offer to repurchase Notes and ending at the close of business on the day of such mailing or redeem Notes or (2) 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may beinterest payment date. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (premium, if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Quiksilver Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall Issuers shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Registrar’s written request. (2ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5). (3iii) The Registrar Issuers (and the Registrar) shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (bA) any Note for a period beginning (1) 15 Business Days days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 Business Days days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing date interest payment date, (B) called for redemption, except the unredeemed portion of any Note being redeemed in part or Interest Payment Date(C) tendered and not withdrawn in connection with a Change of Control Offer, as the case may beCollateral Disposition Offer or Asset Sale Offer. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) Any Definitive Notes delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). (vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Northern Tier Energy LLC)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Issuer’s and Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 2.2, 2.6, 2.7, 2.9, 5.6 or 9.5). The Issuer (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days (A) fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or 15 Business Days (B) fifteen (15) calendar days before an Interest Payment Date (whether or not an Interest Payment Date or other interest payment date determined for the payment of interest), and ending on such mailing interest payment date or Interest Payment Date(C) called for redemption, as except the case may be. (4) unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (KOHLS Corp)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and the Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of any Note (aA) any Note selected for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including, without limitation, the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s 's or any co-registrar's request, subject to terms and conditions of this Indenture. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.6, 4.7, 4.9 and Section 9.5 of this Indenture). (3iii) The Registrar or any co-registrar shall not be required to register the transfer of or exchange of (a) any certificated Note selected for redemption in whole or in part pursuant to Article 3III of this Indenture, except the unredeemed portion of any certificated Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent or Agent, the Registrar or any co-registrar shall be affected by notice to the contrary. (5v) All Notes issued upon on any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Spectrasite Holdings Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Certificated certificated Notes and Global Notes at the Registrar’s request. (2ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewiththerewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06, 4.09, 4.10 and 11.05 of the Indenture). (3iii) The Registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note or portion of a Note selected for redemption in whole or in part pursuant to Article 3redemption, except for the unredeemed portion of any Note being redeemed in part, part or (b) any Note for a period beginning of 15 Business Days days before the a mailing of a notice of an offer with respect to repurchase Notes to be redeemed or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other during the period between a record date determined for and the corresponding interest payment of interest), and ending on such mailing date or Interest Payment Date, as the case may bedate. (4iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, interest and interest Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Cincinnati Bell Inc)

Obligations with Respect to Transfers and Exchanges of Notes. (1) To permit registrations of transfers and exchanges, the Company shall shall, subject to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Certificated Definitive Notes and Global Notes at the Company’s and the Registrar’s written request. (2) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith. therewith (3other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and the Registrar) The Registrar shall not be required to register the transfer of or exchange of (a) any Note selected (A) for redemption in whole a period beginning (1) fifteen (15) calendar days before the mailing (or in part pursuant electronic delivery) of a notice of an offer to Article 3repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or Interest Payment Date, as the case may be. (4) . Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of, premium, if any, and (subject to paragraph 2 of and the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary. (5. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

Appears in 1 contract

Sources: Indenture (Reynolds Group Holdings LTD)