Registration Exchange Substitution of Notes Sample Clauses
The "Registration; Exchange; Substitution of Notes" clause governs the processes by which holders of notes (such as bonds or debt instruments) can register ownership, exchange their notes for others of the same series, or receive substitute notes if originals are lost, destroyed, or mutilated. Typically, this clause outlines the procedures for transferring ownership on official records, the conditions under which exchanges or substitutions are permitted, and any requirements such as providing proof of loss or indemnity. Its core function is to ensure the orderly administration of note ownership and transfer, reducing the risk of disputes and facilitating smooth transactions for noteholders.
Registration Exchange Substitution of Notes. 14.1 Registration of Notes 14.2 Transfer and Exchange of Notes 14.3 Replacement of Notes
Registration Exchange Substitution of Notes. (a) Parent shall keep at its principal executive office a register for the registration and transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of the transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Parent shall not be affected by any notice or knowledge to the contrary. Parent shall give to any holder of a Note that is an institutional investor promptly after receipt of a request, a complete and correct copy of the names and addresses of all registered Holders.
(b) Upon surrender of any Note at the principal executive office of Parent for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly indorsed or accompanied by a written instrument of transfer duly authorized by the Holder or such Holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of Note or part thereof), Parent shall execute and deliver, at Parent’s expense (except as provided below), one or more new Notes (as requested by the transferor) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as the transferor shall request. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. Parent may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000,000; provided, that if necessary to enable the registration of transfer by a Holder of its entire remaining holdings of Notes, one Note may be in a denomination of less than $1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation in Section 4.2.
(c) Upon receipt by Parent of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an institutional i...
Registration Exchange Substitution of Notes. Reference is made to Sections 305 and 306 of the Indenture for provisions relating to the registration, exchange and substitution of Notes.
Registration Exchange Substitution of Notes. The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.
Registration Exchange Substitution of Notes. 16 Section 5.1. Registration of Notes 16 Section 5.2. Exchange of Notes 16 Section 5.3. Replacement of Notes 17 Section 5.4. Issuance Taxes 18 Section 6. Covenants 18 Section 6.1. Payment of Taxes and Claim 18 Section 6.2 Maintenance of Properties; Corporate Existence; Etc. 18 Section 6.3. Payment of Notes and Maintenance of Office 19 Section 6.4. Merger; Acquisition 20 Section 6.5. Liens 20 Section 6.6. Consolidated Tangible Net Worth 23 Section 6.7. Funded Debt 23 Section 6.8. Transfer of Property 23 Section 6.9. Subsidiary Debt 26 Section 6.10.ERISA 27 Section 6.11.Line of Business 28 Section 6.12.Transactions with Affiliates 28 Section 6.13.Guaranties 28 Section 6.14.Private Offering 29 Section 6.15.Restricted Payments 29 Section 6.16.Interest Charge Coverage Ratio 29 Section 6.17.Limitation on Investments 29 Section 7. Information as to Company 30 Section 7.1. Financial and Business Information 30 Section 7.2. Officers' Certificates 33 Section 7.3. Permitted Affiliate Transactions 33 Section 7.4. Accountants' Certificates 34 Section 7.5. Inspection 34 Section 8. Events of Default 34 Section 8.1. Nature of Events 34 Section 8.2. Default Remedies 36 Section 8.3. Annulment of Acceleration of Notes 37 Section 9. Interpretation of This Agreement 38 Section 9.1. Terms Defined 38 Section 9.2. Generally Accepted Accounting Principles 53 Section 9.3. Directly or Indirectly 54 Section 9.4. Section Headings and Table of Contents and Construction 54 Section 9.5. Governing Law 54 Section 10. Miscellaneous 54 Section 10.1.Communications 54 Section 10.2.Confidentiality 55 Section 10.3.Reproduction of Documents 56 Section 10.4.Survival 56 Section 10.5.Successors and Assigns 57 Section 10.6.Amendment and Waiver 57 Section 10.7.Payments on Notes 58 Section 10.8.Entire Agreement 59 Section 10.9.Duplicate Originals, Execution in Counterpart 59 Annex 1 - Information as to Purchasers Annex 2 - Payment Instructions at Closing Annex 3 - Information as to Company Annex 4 - Summary of Terms of Permitted Affiliate Transactions Exhibit A1 - Form of 5.80% Senior Note, Series A, due September 30,2009 Exhibit A2 - Form of 6.21% Senior Note, Series B, due September 30,2009 Exhibit A3 - Form of 6.21% Senior Note, Series C, due September 30,2012 Exhibit A4 - Form of 6.92% Senior Note, Series D, due September 30,2012 Exhibit B1 - Form of Company General Counsel's Closing Opinion Exhibit B2 - Form of Company Special Counsel's Closing Opinion Exhibit B3 - Form of Special Counsel's Closin...
Registration Exchange Substitution of Notes
Registration Exchange Substitution of Notes