Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request. (ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture). (iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary. (iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange. (v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 19 contracts
Sources: Ninth Supplemental Indenture (Kraft Heinz Co), Eighth Supplemental Indenture (Kraft Heinz Co), Tenth Supplemental Indenture (Hewlett Packard Enterprise Co)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, Definitive authenticate certificated Notes and Global Notes at the Security Registrar’s request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3043.06, 3054.10, 306, 906 4.15 and 1107 9.05 and of the Base Indenture).
(iii) The Registrar shall not be required to register the transfer of or exchange of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, 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 principalprincipal 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 Security Registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 18 contracts
Sources: Indenture (Global Partners Lp), Indenture (Global Partners Lp), Indenture (Legacy Reserves Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.11, 3062.13, 906 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture).
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 (iii2) 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 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 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 13 contracts
Sources: Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and the Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture).
mailing (iiior electronic delivery) 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 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 11 contracts
Sources: Indenture (Frontier Communications Parent, Inc.), Indenture (Frontier Communications Parent, Inc.), Indenture (Owens & Minor Inc/Va/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 Section 3.15 and 1107 of the Base IndentureSection 9.05 hereof).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, 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, the Registrar or the Security Registrar any co registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt debt, and shall be entitled to the same benefits under the Indenture this Indenture, as the Notes surrendered upon such transfer or exchange.
(vvi) In order to effect 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 transfer certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or exchange liability for transfers of an interest beneficial ownership interests in any Transfer Restricted Note for an interest in Global Note.
(vii) Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that does not bear may result from the Restricted Notes Legend and has not been registered under the Securities Acttransfer, if the Security Registrar so requests exchange or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect assignment of such exchange Holder’s Note in violation of any provision of this Indenture and/or applicable United States Federal or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trusteestate securities law.
Appears in 9 contracts
Sources: Indenture (Bungeltd), Indenture (Bungeltd), Indenture Agreement (Bunge Limited Finance Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 Section 3.15 and 1107 of the Base IndentureSection 9.05 hereof).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, 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, the Registrar or the Security Registrar any co registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt debt, and shall be entitled to the same benefits under the Indenture this Indenture, as the Notes surrendered upon such transfer or exchange.
(vvi) In order to effect 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 transfer certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or exchange liability for transfers of an interest beneficial ownership interests in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the TrusteeGlobal Note.
Appears in 6 contracts
Sources: Indenture (Bunge Limited Finance Corp), Indenture (Bunge LTD), Indenture (Bunge LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer or the Company, as applicable, shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for any registration of transfer or exchange; provided, but however, that the Company Issuer or the Company, as applicable, may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer pay all taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture)charges in connection with any transfer or exchange.
(iii) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Company, the Trustee, the a Paying Agent or the 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, premium, if any, principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) The transferor of any Note shall provide or cause to be provided to the Trustee all information reasonably requested by the Trustee that is necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In order to effect connection with any transfer or proposed exchange of an interest in any Transfer Restricted a certificated Note for an interest in a Note that does not bear Global Note, the Restricted Notes Legend and has not been registered under Issuer or the Securities Act, if the Security Registrar so requests Depositary shall provide or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable cause to be provided to the Security Registrar Trustee all information reasonably requested by the Trustee that is necessary to allow the effect that Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code of 1986. The Trustee may rely on information provided to it and shall have no registration under responsibility to verify or ensure the Securities Act is required in respect accuracy of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trusteeinformation.
Appears in 6 contracts
Sources: Second Supplemental Indenture (Keurig Dr Pepper Inc.), Fifth Supplemental Indenture (Keurig Dr Pepper Inc.), Fourth Supplemental Indenture (Keurig Dr Pepper Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.10, 906 4.15 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 5 contracts
Sources: Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.), Senior Notes Indenture (AdaptHealth Corp.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of the form of Note 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 5 contracts
Sources: Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Limited Partnership)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers and the Trustee may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.13, 3063.5, 906 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to the first paragraph of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 5 contracts
Sources: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.), Senior Notes Indenture (Kosmos Energy Ltd.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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 U.S. Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.8, 906 2.10, 3.5, 5.6 or 9.4). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the TrusteeTrustees, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 CompanyIssuer, the TrusteeTrustees, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Indenture (Primo Water Corp /CN/), Indenture (Primo Water Corp /CN/), Indenture (Cott Corp /Cn/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, 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 therewith (with any registration of transfer or exchange of Notes, other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304Section 3.04, 305, 306, 906 and 1107 9.05 or 11.08 of the Base Indenture)Indenture not involving any transfer.
(iii) Prior to the due presentation for registration of transfer of any Note, the Company, each Subsidiary Guarantor, the Trustee, the Paying Agent or the Security 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, 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, any Subsidiary Guarantor, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or exchange pursuant be accompanied by a written instrument of transfer in form satisfactory to the terms Company and the Security Registrar duly executed, by the Holder thereof or the attorney of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchangeHolder duly authorized in writing.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Senior Priority Guaranteed Unsecured Notes (Office Properties Income Trust), Senior Secured Notes Agreement (Office Properties Income Trust), Senior Secured Notes Agreement (Office Properties Income Trust)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.08, 3052.09, 306, 906 2.11 and 1107 11.02 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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, 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion opinion of Counselcounsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Second Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD), Second Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD), First Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Indenture (Townsquare Media, LLC), Indenture (Valley Telephone Co., LLC), Indenture (Valley Telephone Co., LLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than exchange pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Indenture (Permian Resources Corp), Indenture (Permian Resources Corp), Indenture (Centennial Resource Development, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Indenture (Ladder Capital Corp), Indenture (Ladder Capital Corp), Indenture (Ladder Capital Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and the Registrar’s written request.
(ii) . 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 taxtaxes, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.8, 906 2.10, 3.5, 5.5 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Indenture (Carvana Co.), Indenture (Carvana Co.), Indenture (Carvana Co.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the transfer agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in this Indenture. Issuer may require a holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, premium, if any, 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 Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 4 contracts
Sources: Indenture (Crocs, Inc.), Indenture (Crocs, Inc.), Indenture (Energizer Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Indenture (Churchill Downs Inc), Indenture (21st Century Oncology Holdings, Inc.), Indenture (Epicor International Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the transfer agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in the Indenture. Issuer may require a holder to pay any taxes and fees required by law and permitted by the Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, premium, if any, 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 Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Indenture (Trinseo S.A.), Indenture (Trinseo S.A.), Indenture (Trinseo S.A.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.04 of the Base this Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Senior Secured Notes Indenture (WeWork Inc.), Senior Notes Indenture (WeWork Inc.), Note Purchase Agreement (WeWork Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 1106 and 1107 1305 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: First Supplemental Indenture (Solventum Corp), First Supplemental Indenture (3m Co), First Supplemental Indenture (General Electric Co)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture).
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 (iii2) 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 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 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A or Exhibit 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Indenture (Quorum Health Corp), Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute shall, subject to the other terms and conditions of this Article II, execute, and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3043.7, 3053.9, 306, 906 and 1107 of the Base Indenture5.8 or 9.5).
(iii) The Registrar or co-registrar shall not be required to register the transfer or exchange of (i) any Notes selected for redemption (except in the case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Notes for a period beginning 15 days before a selection of Notes to be redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the Security 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 principalprincipal of, premium, if any, on and interest on and Special 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 Agent, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(c), bear the Private Placement Legend set forth in Section 2.1(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Indenture (Mariner Energy Resources, Inc.), Indenture (Mariner Energy Inc), Indenture (Mariner Energy Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Supplemental Indenture (Capital One Financial Corp), Supplemental Indenture (Kraft Foods Inc), Supplemental Indenture (Kraft Foods Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer and the Trustee 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of the form 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 3 contracts
Sources: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, principal 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.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee. The Company, the Trustee and the Registrar reserve the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer of any Transfer Restricted Note is being made in compliance with the Securities Act or the Exchange Act, or rules or regulations adopted by the SEC from time to time thereunder, and applicable state securities laws.
Appears in 2 contracts
Sources: Senior Notes Indenture (IHS Markit Ltd.), Senior Notes Indenture (IHS Markit Ltd.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall Issuer shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.01(g), 3052.02, 3062.06(e), 906 2.09, 5.06 or 9.04). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
mailing of a notice of redemption or an offer to repurchase Notes and ending at the close of business on the day of such mailing or (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Yum Brands Inc), Indenture (Yum Brands Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Kinetic Concepts Inc), Indenture (Kinetic Concepts Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and the Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture).
mailing (iiior electronic delivery) 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 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Pactiv Evergreen Inc.), Indenture (Pactiv Evergreen Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.2, 3052.6, 3062.7, 906 2.9, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (J C Penney Co Inc), Indenture (J C Penney Co Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.10, 305Section 3.06, 306Section 4.10, 906 Section 4.15 and 1107 Section 9.05 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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, 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Second Lien Senior Secured Pik Toggle Notes Indenture (ModivCare Inc), Senior Notes Indenture (ModivCare Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Ladder Capital Finance Corp), Indenture (Ladder Capital Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Notes Indenture (TTM Technologies Inc), Senior Notes Indenture (Wolverine World Wide Inc /De/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.15, 906 4.16 and 1107 9.04 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale resale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Notes Indenture (Neogen Corp), Senior Notes Indenture (Garden SpinCo Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed on any Holder in connection with 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3064.15, 906 4.16 and 1107 9.04 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premiumpremium and Additional Amounts, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Secured Notes Indenture (CIMPRESS PLC), Note and Warrant Purchase Agreement (CIMPRESS PLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with 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 therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3064.14, 906 4.15 and 1107 9.04 of the Base this Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Secured Second Lien Notes Indenture (Talos Energy Inc.), Senior Secured Second Lien Notes Indenture (EnVen Energy Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.8, 906 2.10, 3.5, 5.6 or 9.4). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Cott Corp /Cn/), Indenture (Cott Corp /Cn/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute shall, subject to the other terms and conditions of this Article II, execute, and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s 's or co-registrar's request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3043.7, 3053.9, 306, 906 and 1107 of the Base Indenture5.8 or 9.5).
(iii) The Registrar or co-registrar shall not be required to register the transfer or exchange of (i) any Notes selected for redemption (except in the case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Notes for a period beginning 15 days before a selection of Notes to be redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the Security 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 principalprincipal of, premium, if any, on and interest on and 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 Agent, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(c), bear the Private Placement Legend set forth in Section 2.1(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Partnership shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of the Indenture), but the Company Partnership may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 305, 306, 906 3.06 and 1107 9.04 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyPartnership, the Trustee, the Paying Agent or the 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, 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 CompanyPartnership, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Notes Indenture (Equitrans Midstream Corp), Senior Notes Indenture (Equitrans Midstream Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Company’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.2, 305Section 2.6, 306Section 2.8, 906 Section 2.10, Section 3.5, Section 5.6 or Section 9.5) hereof. The Company (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (CoreWeave, Inc.), Indenture (CoreWeave, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made imposed on any Holder by the Company, any Guarantor, the Trustee or the Registrar for any registration of transfer or exchangeexchange of Notes, but the Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge payable taxes and fees required by law or permitted by this Indenture in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture)therewith.
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Matthews International Corp), Indenture (Matthews International Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Partnership shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Partnership may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 305, 306, 906 3.06 and 1107 9.04 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyPartnership, the Trustee, the Paying Agent or the 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, 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 CompanyPartnership, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Notes Indenture (Equitrans Midstream Corp), Senior Notes Indenture (Equitrans Midstream Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Supplemental Indenture (Kraft Foods Group, Inc.), Supplemental Indenture (Kraft Foods Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 306, 906 4.10 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, principal 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.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Notes Indenture (Hanesbrands Inc.), Senior Notes Indenture (Hanesbrands Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes (a) selected for redemption or (b) tendered (and not withdrawn) in connection with a Change of Control Offer, Asset Sale Offer, or other tender offer. In the event of the transfer of any Note, the transfer agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in this Indenture. Issuer may require a holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, premium, if any, 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 Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuers and the Trustee 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of the form 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company Issuer and the Trustee may require payment of the Holder to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.13, 3063.5, 906 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to the first paragraph of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.14, 906 4.15 and 1107 9.04 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Notes Indenture (Mativ Holdings, Inc.), Senior Notes Indenture (Schweitzer Mauduit International Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.10, 906 and 1107 of the Base Indenture2.12, 3.5, 3.9, 5.8 or 9.5).
(iii) The Issuer (and the Registrar) shall not be required to register the transfer of or exchange of 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, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, any Subsidiary Guarantor, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, any Subsidiary Guarantor, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(ivv) 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 Restricted Notes Legend.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(vvii) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In order to effect connection with any transfer or proposed exchange of an interest in any Transfer Restricted a certificated Note for an interest in a Note that does not bear Global Note, the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer Issuer or the re-sale of such interest by the beneficial holder thereof, Depositary shall be required to provide or cause to be delivered provided to the Security Registrar Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the Trustee.accuracy of such information
Appears in 2 contracts
Sources: Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.04 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Senior Notes Indenture (WeWork Inc.), Senior Notes Indenture (We Co.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 2 contracts
Sources: Indenture (Nexstar Broadcasting Group Inc), Indenture (Nexstar Broadcasting Group Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.04 of the Base this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the transfer agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as described in this Indenture. The Issuers may require a Holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, premium, if any, 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 Agent, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16, 4.18 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (Kosmos Energy Ltd.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.10, 906 and 1107 of the Base Indenture2.12, 3.5, 3.9, 5.8 or 9.5).
(iii) The Issuer (and the Registrar) shall not be required to register the transfer of or exchange of 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, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, any Subsidiary Guarantor, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, any Subsidiary Guarantor, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(ivv) 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 Restricted Notes Legend.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(vvii) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In order to effect connection with any transfer or proposed exchange of an interest in any Transfer Restricted a certificated Note for an interest in a Note that does not bear Global Note, the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer Issuer or the re-sale of such interest by the beneficial holder thereof, Depositary shall be required to provide or cause to be delivered provided to the Security Registrar Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the Trusteeaccuracy of such information.
Appears in 1 contract
Sources: Indenture (ANTERO RESOURCES Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with 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 governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.2, 305Section 2.6, 306Section 2.11, 906 Section 2.13, Section 4.5, Section 5.6 or Section 10.4). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(e). All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Trinseo PLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and and, upon receipt of an Authentication Order, the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestNotes.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar other governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.07, 305, 306, 906 Section 3.08 and 1107 Section 9.06 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an a beneficial ownership interest in any Transfer Restricted Note for an a beneficial ownership interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such beneficial ownership interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (NEWMONT Corp /DE/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the transfer agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as described in this Indenture. The Issuers may require a Holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, premium, if any, 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 Agent, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Valaris LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Infor, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.13, 3065.6 or 9.5). The Issuers (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 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 (2) 15 calendar days before an interest payment date and ending on such interest payment date or (B) called for redemption, 906 and 1107 except the unredeemed portion of the Base Indenture).
(iii) 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 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Transfer Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Restaurant Brands International Limited Partnership)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder Holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 15 calendar days before an interest pay- ment date and ending on such interest payment date or (B) called for redemption, except the 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 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Epicor Software Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6(d), 3062.11, 906 2.13, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(c), 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (DPC Products, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 306, 906 4.10 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange of the Notes (other than pursuant to Section 2.07 of the Indenture), but the Company Issuer may require payment of a sum sufficient to cover any documentary, stamp, similar issue or transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such documentary, stamp, similar issue or transfer taxes, assessments tax or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.08, 906 and 1107 9.05 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, 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 principalprincipal of, and premium, if any, and interest on 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not [[DMS:6148180v7:08/15/2023--05:19 PM]] been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (RingCentral, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and and, upon receipt of an Authentication Order, the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestNotes.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.07, 305, 306, 906 Section 3.08 and 1107 Section 9.06 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an a beneficial ownership interest in any Transfer Restricted Note for an a beneficial ownership interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such beneficial ownership interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (NEWMONT Corp /DE/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Trisyn Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Global Notes and Global definitive Notes at the Security Registrar’s requestrequest of the applicable registrar.
(ii) 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 taxtaxes, assessments, assessments or similar governmental charge charges payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges pursuant to Sections 3042.05, 3052.06, 3062.07, 906 4.02 and 1107 11.05 of the Base Original Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent paying agent or the Security Registrar registrar with respect to such Note 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, 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 paying agent or the Security Registrar registrar with respect to such Note shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar registrar with respect to such Transfer Restricted Note so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar registrar, to the effect that no registration under the Securities Act is required in respect of such transfer or exchange or transfer or the re-sale of such interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii2) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture).
(iii3) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the Transfer Agent may require a Holder, among other things, to furnish appropriate endorsements and transfer documents as described in this Indenture. The Issuers may require a Holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(4) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent Agent, the Registrar or the Security 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 A-9 the purpose of receiving payment of principal, premium, if any, 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 Agent, the Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(iv5) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Borr Drilling LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than exchange pursuant to Section 2.07 of the Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Permian Resources Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.10, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.. #96393093v27
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale resale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: First Supplemental Indenture (DIEBOLD NIXDORF, Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive authenticate certificated Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges any exchange not involving any transfer pursuant to Sections 3042.06, 3052.07, 3062.09, 906 3.06, 3.09, 4.10, 4.15 and 1107 9.05 of the Base IndentureIndenture or Sections 2.3 and 2.4 hereof).
(iii) The Registrar shall not be required to register the transfer of or exchange of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Guarantors, 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 principalprincipal of, interest 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 Guarantors, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
. Accordingly, for purposes of clause (v3) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted second paragraph of Section 4.09 of the Indenture, “the Notes Legend issued and has not been registered under sold on the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, Initial Issuance Date” shall be required deemed to be delivered 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 Section 2.3 or 2.4 hereof or Section 2.06, 2.07, 2.09, 3.06, 3.09, 4.10, 4.15 or 9.05 of the Security Registrar and the TrusteeIndenture.
Appears in 1 contract
Sources: Indenture (Sanchez Energy Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 therewith (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 Section 3.15 and 1107 of the Base IndentureSection 9.05 hereof).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, 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, the Registrar or the Security Registrar any co registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt debt, and shall be entitled to the same benefits under the Indenture this Indenture, as the Notes surrendered upon such transfer or exchange.
(vvi) In order to effect any transfer All Global Notes shall be registered in the name of USB Nominees (UK) Limited, or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend nominee thereof, for, and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such interests held through Euroclear/Clearstream and all transfers of beneficial ownership interests therein will be made in accordance with the rules of Euroclear/Clearstream. 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 transfer or the re-sale assignment of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the TrusteeHolder’s Note in violation of any provision of this Indenture and/or applicable United States Federal or state securities law.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and upon Company Order, the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and or 1107 of the Base IndentureIndenture not involving any transfer).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 5.6 or 9.5). The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Heinz H J Co)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.04 of the Base this Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall shall, except as expressly provided herein with respect to any Series I Note Exchange, be entitled to the same benefits under the this Indenture as the Notes of the Series surrendered upon such transfer or exchangeexchange and constitute part of the same Series of Notes as the Notes so surrendered.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Senior Notes Indenture (WeWork Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with 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 therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3043.04, 3053.05, 306, 906 3.06 and 1107 3.07 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such sending or (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Acelity L.P. Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, 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 therewith (with any registration of transfer or exchange of Notes, other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304Section 3.04, 305, 306, 906 and 1107 of the Base Indenture)9.05 or 11.07 not involving any transfer.
(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or exchange pursuant be accompanied by a written instrument of transfer in form satisfactory to the terms Company and the Security Registrar duly executed, by the Holder thereof or the attorney of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchangeHolder duly authorized in writing.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Senior Secured Notes Agreement (Office Properties Income Trust)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuer’s and Registrar’s request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.12, 906 2.13, 3.5, 5.6 or 9.5. The Issuer (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 15 calendar days before the Base Indenture).
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 (iii2) 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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 principalprincipal 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Igate Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To Subject to compliance with the requirements herein, to permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee Trustee, upon receipt of an Authentication Order, shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of the Indenture), but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge payable in connection therewith (other than any such transfer taxes, assessments tax or similar other governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 3.10, 4.10, 4.14 and 1107 9.04 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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, premium, if any, 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 the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear The Issuers, the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the TrusteeTrustee may request such evidence as may be reasonably requested by them to determine the identity and signatures of the transferor and the transferee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange of the Notes (other than pursuant to Section 2.07 of the Indenture), but the Company Issuer may require payment of a sum sufficient to cover any documentary, stamp, similar issue or transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such documentary, stamp, similar issue or transfer taxes, assessments tax or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3064.08, 906 and 1107 9.05 of the Base Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, 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 9| receiving payment of principalprincipal of, and premium, if any, and interest on 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Insight Enterprises Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange (other than upon the issuance of any replacement Note, but in which case the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses, including the reasonable fees and expenses of counsel and the Trustee), but the Holders shall be required to pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments tax or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.10, 906 4.10, 4.14 and 1107 of the Base Indenture9.05).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, 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.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Banro Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and the Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen (15) calendar days before the Base Indenture).
mailing (iiior electronic delivery) 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 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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Windstream Parent, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for any registration of transfer or exchangeexchange of Notes, 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 therewith (with any registration of transfer or exchange of Notes, other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304Section 3.04, 305, 306, 906 and 1107 of the Base Indenture)9.06 or 11.07 not involving any transfer.
(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Security 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, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or exchange pursuant be accompanied by a written instrument of transfer in form satisfactory to the terms Company and the Security Registrar duly executed, by the Holder thereof or the attorney of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchangeHolder duly authorized in writing.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Senior Secured Notes Agreement (Diversified Healthcare Trust)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07), but the Company may require payment of a sum sufficient Holders shall be required to cover pay any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer into Extended Maturity Notes or pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and and, upon receipt of an Authentication Order, the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s requestNotes.
(ii) No service charge shall be made for imposed in connection with 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 governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304Section 2.07, 305, 306, 906 Section 3.07 and 1107 Section 9.06 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principalprincipal 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an a beneficial ownership interest in any Transfer Restricted Note for an a beneficial ownership interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such beneficial ownership interest by the beneficial holder owner thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 304, 305, 306, 906 and 1107 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Eighth Supplemental Indenture
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.09, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 304, 305, 306, 906 3.06 and 1107 9.05 of the Base this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Note for a period beginning 15 calendar days before (a) the record date for any payment of interest on the Notes, (b) any date fixed for redemption of the Notes or (c) the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the transfer agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in the Indenture. Issuer may require a Noteholder to pay any taxes and fees required by law and permitted by the Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent Agent, the Registrar or the Security 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, premium, if any, 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 Registrar or the Security Registrar any co-registrar shall be affected by notice to the contrary.
(ivv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Indenture (Energizer Holdings Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) No service charge shall be made for imposed in connection with any registration of transfer or exchangeexchange (other than pursuant to Section 2.07 of this Indenture), 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.10, 3053.06, 3063.10, 906 4.15, 4.16 and 1107 9.05 of the Base this Indenture).
(iii) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent or the 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, 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 CompanyIssuer, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: Senior Secured Notes Indenture (DIEBOLD NIXDORF, Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company Issuers shall execute and the Trustee shall authenticate, will authenticate Global Notes and Definitive Notes and Global Notes at the Security Registrar’s requestupon receipt of an Authentication Order in accordance with Section 2.02.
(ii2) No service charge shall will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charge payable upon exchanges exchange or transfer pursuant to Sections 3042.06, 3052.12, 3063.06, 906 4.11, 4.15 and 1107 of the Base Indenture9.04).
(iii3) The Issuers (and the Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) 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 (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.
(4) Prior to due presentment for the due presentation for registration of a transfer of any Note, the Company, the Trustee, any Agent and the Paying Agent or the Security Registrar Issuers may deem and treat the person Person in whose name a any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, principal of and interest on such Note Notes and for all other purposes whatsoever, whether or not such Note is overduepurposes, and none of the Company, the Trustee, the Paying any Agent or the Security Registrar Issuers shall be affected by notice to the contrary.
(iv5) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.
(6) 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(c), bear the applicable legend regarding transfer restrictions applicable to the Note set forth in Section 2.01(d).
(7) All Notes issued upon any transfer or exchange pursuant to the terms of the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order 8) All certifications, certificates and Opinions of Counsel required to be submitted pursuant to this Section 2.06 to effect any a registration of transfer or exchange may be submitted by facsimile, .pdf attachment or electronically transmitted signature.
(9) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
(10) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of an any interest in any Transfer Restricted Note for an interest (including any transfers between or among Participants or beneficial owners of interests in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable any Global Note) other than to the Security Registrar to the effect that no registration under the Securities Act is required in respect require delivery of such exchange certificates and other documentation or transfer or the re-sale of such interest evidence as are expressly required by, and to do so if and when expressly required by the beneficial holder thereofterms of, shall be required this Indenture, and to be delivered examine the same to determine substantial compliance as to form with the Security Registrar and the Trusteeexpress requirements hereof.
Appears in 1 contract
Sources: Indenture (Lennar Corp /New/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and Global Notes at the Security Registrar’s request.
(ii) 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 (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 3043.04, 3053.05, 3063.06, 906 9.06 and 1107 11.07 of the Base Indenture).
(iii) 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 in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, 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 Security Registrar shall be affected by notice to the contrary.
(iv) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt and shall be entitled to the same benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract
Sources: First Supplemental Indenture (Kyndryl Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) 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, authenticate Definitive Notes and Global Notes at the Security Issuers’ and Registrar’s written request.
(ii) . 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 (other than any such transfer taxes, assessments or similar governmental charge charges payable upon exchanges exchange or transfer pursuant to Sections 3042.2, 3052.6, 3062.11, 906 2.13, 3.5, 5.6 or 9.5). The Issuers (and 1107 the Registrar) shall not be required to register the transfer of the Base Indenture).or exchange of any Note
(iiiA) for a period beginning (1) 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 (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. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent or the 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 principalprincipal of, premium, if any, and (subject to paragraph 2 of 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 CompanyIssuers, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(iv. 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 the this Indenture shall evidence the same debt and shall be entitled to the same benefits under the this Indenture as the Notes surrendered upon such transfer or exchange.
(v) In order to effect any transfer or exchange of an interest in any Transfer Restricted Note for an interest in a Note that does not bear the Restricted Notes Legend and has not been registered under the Securities Act, if the Security Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel, in form reasonably acceptable to the Security Registrar to the effect that no registration under the Securities Act is required in respect of such exchange or transfer or the re-sale of such interest by the beneficial holder thereof, shall be required to be delivered to the Security Registrar and the Trustee.
Appears in 1 contract