Common use of Registration, Transfer and Exchange of Notes Clause in Contracts

Registration, Transfer and Exchange of Notes. The Company will keep at its principal executive office a note register in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes. The holder of any Note may, at such holder's option, surrender the same for transfer or exchange at said office, or at the place of payment named in such Note, accompanied in the case of a transfer by a written instrument of transfer duly executed by the holder thereof or by such holder's attorney duly authorized in writing. In case any holder shall so request transfer or exchange of any Note, the Company at its expense (other than transfer taxes, if any, or similar governmental charges) will deliver in exchange therefor one or more new Notes (in minimum denominations of $1,000,000, except to evidence the entire unpaid principal amount of the Note so surrendered), as requested by such holder, in the same aggregate principal amount as the Note so surrendered, each dated the later of the date of, or the date to which interest has been paid on, the Note so surrendered. The Company and any agent of the Company may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and prior to due presentment for registration of transfer, the Company shall not be affected by notice to the contrary. If any Note shall have been transferred to another holder pursuant to this Section and such holder shall have designated in writing the address to which communications with respect to such Note shall be mailed, all notices, certificates, requests, statements and other documents required or permitted to be delivered to any holder of a Note by any provision hereof shall be delivered to such holder.

Appears in 2 contracts

Sources: Note Agreement (Eftc Corp/), Note Agreement (Electronic Fab Technology Corp)

Registration, Transfer and Exchange of Notes. The Company will keep at its principal executive office a note register (herein sometimes referred to as the "Note Register"), in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes. The holder of Whenever any Note may, or Notes shall be surrendered either at such holder's option, surrender the same for transfer or exchange at said office, principal executive office of the Company or at the place of payment named in such Notethe Notes, accompanied in the case of a transfer by a written instrument of transfer duly executed by the holder thereof or by such holder's attorney duly authorized in writing. In case any holder shall so request for transfer or exchange of any Noteexchange, the Company at its expense (other than transfer taxes, if any, or similar governmental charges) will execute and deliver in exchange therefor one a new Note or more new Notes (in minimum denominations of $1,000,000, except to evidence the entire unpaid principal amount of the Note so surrendered)Notes, as may be requested by such holder, in the same aggregate unpaid principal amount of the Note or Notes so surrendered. Each such new Note shall be payable to such person as such holder may request. Each Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or shall be accompanied by a written instrument of transfer duly executed, by the registered holder of such Note or its attorney duly authorized in writing. Any Note issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so surrenderedexchanged or transferred, each dated and neither gain nor loss of interest shall result from any such transfer or exchange. Any transfer tax relating to such transaction shall be paid by the later of holder requesting the date of, or the date to which interest has been paid on, the Note so surrenderedexchange. The Company and any agent of the Company may treat the Person person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and premium (if any) and interest on, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and prior to due presentment for registration of transfer, the Company shall not be affected by notice to the contrary. If any Note shall have been transferred to another holder pursuant to this Section and such holder shall have designated in writing the address to which communications with respect to such Note shall be mailed, all notices, certificates, requests, statements and other documents required or permitted to be delivered to any holder of a Note by any provision hereof shall be delivered to such holder.

Appears in 2 contracts

Sources: Note Purchase Agreement (Sunsource Inc), Note Purchase Agreement (Sunsource Inc)

Registration, Transfer and Exchange of Notes. The Company will keep at its principal executive office a note register in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes. The holder of any Note may, at such holder's optionoption subject to Section 3.5, surrender the same for transfer or exchange at said office, or at the place of payment named in such Note, accompanied in the case of a transfer by a written instrument of transfer duly executed by the holder thereof or by such holder's attorney duly authorized in writing. In case any holder shall so request transfer or exchange of any Note, the Company at its expense (other than transfer taxes, if any, or similar governmental charges) will deliver in exchange therefor one or more new Notes (in minimum denominations of $1,000,000100,000, except to evidence the entire unpaid principal amount of the Note so surrendered), as requested by such holder, in the same aggregate principal amount as the Note so surrendered, each dated the later of the date of, or the date to which interest has been paid on, the Note so surrendered. The Company and any agent of the Company may treat the Person person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of of, premium (if any) and interest on, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and prior to due presentment for registration of transfer, the Company shall not be affected by notice to the contrary. If any Note shall have been transferred to another holder pursuant to this Section and such holder shall have designated in writing the address to which communications with respect to such Note shall be mailed, all notices, certificates, requests, statements and other documents required or permitted to be delivered to any holder of a Note by any provision hereof shall be delivered to such holder.

Appears in 1 contract

Sources: Subscription Agreement (Proxymed Inc /Ft Lauderdale/)

Registration, Transfer and Exchange of Notes. a. The Company will Borrower shall keep at its principal executive office a note register in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and registration of transfers of this Note and any Notes issued upon the transfer of or exchange hereof ("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 Borrower shall not be affected by any notice or knowledge to the contrary. b. Upon surrender of any Note may, at such holder's option, surrender the same principal executive office of the Borrower for registration of transfer or exchange at said office, or at the place of payment named in such Note, accompanied (and in the case of a transfer surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder thereof of such Note or by such holder's his attorney duly authorized autho rized in writing. In case any holder shall so request transfer writing and accompanied by the address for notices of each transferee of such Note or exchange of any Notepart thereof), the Company Borrower shall execute and deliver, at its expense (other than transfer taxesthe holders' expense, if any, or similar governmental charges) will deliver in exchange therefor one or more new Notes (as requested by the holder thereof) in minimum denominations of $1,000,000exchange therefor, except in an aggregate principal amount equal to evidence the entire unpaid principal amount of the surrendered Note. Each such new Note so surrendered), shall be payable to such Person as requested by such holder, holder may request and shall be substantially in the same aggregate principal amount as the form of this Note. Each such new Note so surrendered, each shall be dated the later of the date of, or and bear interest from the date to which interest has been paid on, the Note so surrendered. The Company and any agent of the Company may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and prior to due presentment for registration of transfer, the Company shall not be affected by notice to the contrary. If any Note shall have been transferred to another holder pursuant to this Section and such holder paid on the surren dered Note or dated the date of the surrendered Note if no interest shall have designated in writing the address to which communications with respect to such Note shall be mailed, all notices, certificates, requests, statements and other documents required or permitted to be delivered to any holder of a Note by any provision hereof shall be delivered to such holderbeen paid thereon.

Appears in 1 contract

Sources: Note Purchase Agreement (Imc Mortgage Co)

Registration, Transfer and Exchange of Notes. (a) The Company will shall keep at its principal executive office a note register in which, which shall be entered the names and addresses of the registered Holders of the Notes issued by it and particulars of the respective Notes held by them and of all transfers of such Notes. The ownership of any of the Notes shall be proven by such register and the Company may conclusively rely upon such register. (b) The Holder of any of the Notes may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for exchange or (subject to such compliance with the applicable provisions of Section 13 hereof) transfer at said office of the Company. Within a reasonable regulations as it may prescribe, but at its time thereafter and without expense (other than transfer taxes, if any), it will provide for the registration and transfer of Notes. The holder of any Note may, at ) to such holder's option, surrender the same for transfer or exchange at said office, or at the place of payment named in such Note, accompanied in the case of a transfer by a written instrument of transfer duly executed by the holder thereof or by such holder's attorney duly authorized in writing. In case any holder shall so request transfer or exchange of any NoteHolder, the Company shall issue, at its expense (other than transfer taxesexpense, if any, or similar governmental charges) will deliver in exchange therefor one another Note or more new Notes (in minimum denominations of $1,000,000Notes, except to evidence the entire unpaid principal amount of the Note so surrendered), as requested by such holder, in the same aggregate principal amount as the Note so surrendered, each dated the later of the date of, or the date to which interest has been paid onon the surrendered Note, for the same aggregate principal amount as the unpaid principal amount of the Note or Notes so surrendered, having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered. Each such new Note shall be in the denominations and registered in the name of such person or persons as the Holder of such surrendered Note or Notes may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The Company will pay shipping and insurance charges, from and to each Holder's principal office, involved in the exchange or transfer of any agent of the Company may treat the Person in whose name any Note. (c) Each Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and interest on, such Note and for all other purposes whatsoeverissued hereunder, whether originally or not such Note be overduein substitution for, and prior to due presentment for registration of transferor upon transfer or exchange of, the Company shall not be affected by notice to the contrary. If any Note shall have been transferred to another holder pursuant to this Section and such holder shall have designated in writing be registered on the address to which communications with respect to such Note shall be mailed, all notices, certificates, requests, statements and other documents required or permitted to be delivered to any holder date of a Note by any provision hereof shall be delivered to such holder.execution

Appears in 1 contract

Sources: Securities Purchase Agreement (Eloquent Inc)

Registration, Transfer and Exchange of Notes. (a) The Company will Borrower shall keep at its principal executive office a note register in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and registration of transfers of this Note and any Notes issued upon the transfer of or exchange hereof ("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 Borrower shall not be affected by any notice or knowledge to the contrary. (b) Upon surrender of any Note may, at such holder's option, surrender the same principal executive office of the Borrower for registration of transfer or exchange at said office, or at the place of payment named in such Note, accompanied (and in the case of a transfer surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder thereof of such Note or by such holder's his attorney duly authorized autho rized in writing. In case any holder shall so request transfer writing and accompanied by the address for notices of each transferee of such Note or exchange of any Notepart thereof), the Company Borrower shall execute and deliver, at its expense (other than transfer taxesthe holders' expense, if any, or similar governmental charges) will deliver in exchange therefor one or more new Notes (as requested by the holder thereof) in minimum denominations of $1,000,000exchange therefor, except in an aggregate principal amount equal to evidence the entire unpaid principal amount of the surrendered Note. Each such new Note so surrendered), shall be payable to such Person as requested by such holder, holder may request and shall be substantially in the same aggregate principal amount as the form of this Note. Each such new Note so surrendered, each shall be dated the later of the date of, or and bear interest from the date to which interest has been paid on, the Note so surrendered. The Company and any agent of the Company may treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and interest on, such Note and for all other purposes whatsoever, whether or not such Note be overdue, and prior to due presentment for registration of transfer, the Company shall not be affected by notice to the contrary. If any Note shall have been transferred to another holder pursuant to this Section and such holder paid on the surren dered Note or dated the date of the surrendered Note if no interest shall have designated in writing the address to which communications with respect to such Note shall be mailed, all notices, certificates, requests, statements and other documents required or permitted to be delivered to any holder of a Note by any provision hereof shall be delivered to such holderbeen paid thereon.

Appears in 1 contract

Sources: Note Purchase Agreement (Imc Mortgage Co)