Registration, Transfer and Exchange of Notes. (a) The Trustee will keep books for the exchange and registration of transfer of Registered Notes at its Corporate Trust Office. The Issuer may appoint one or more co-registrars. Promptly after any such appointment, the Issuer shall give, at its expense, notice thereof to the Holders as specified in Section 11.4. and to the CNV. The Trustee will keep a record of all Registered Notes (the "Register") at the Corporate Trust Office. The Register will show the principal amount of the Registered Notes, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Registered Notes and any payment instructions with respect thereto (if different from a Holder's registered address). The Trustee will also maintain a record (the "Record") that will include notations as to whether the Notes have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Notes, whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Record will include notations of the Note so replaced, and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Record will include notations of the Note so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Registered Notes effected by it. The Trustee shall at all reasonable times during office hours make the Register and the Record available to the Issuer or any Person authorized by the Issuer in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and direction of the Issuer the Trustee shall deliver to such Persons all lists of Holders of Registered Notes, their addresses and amounts of such holdings as they may request. The Register and the Record shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. As long as it is required by Argentine law or by the CNV, the Trustee's representative in Argentina will keep a duplicate of the Register and the Record in the Spanish language in Argentina.
Appears in 1 contract
Sources: Indenture (Metrogas Inc)
Registration, Transfer and Exchange of Notes. (a) The Trustee will Company shall keep books for at its principal office a register in which shall be entered the exchange name and registration address of the registered Holders of the Notes and all transfers, exchanges and other issuances of the Notes or any replacement or substitute Notes. The ownership of the Notes shall be proven by such register; provided, however, that such register shall not be conclusive as to ownership of any Note in the event of manifest error in such register. In connection with each proposed transfer of Registered Notes at its Corporate Trust Office. The Issuer may appoint one or more co-registrars. Promptly after any such appointmentNotes, the Issuer shall give, at its expense, Holder will deliver written notice thereof to the Holders as specified in Section 11.4. and to the CNV. The Trustee will keep a record of all Registered Notes (the "RegisterTransfer Notice") to the Company not fewer than five (5) business days prior to the proposed transfer, describing in reasonable detail the proposed transfer (including, without limitation, the identity of the transferee and the nature of its affiliation with the Holder, together with an opinion of counsel, in form and substance and from counsel reasonably satisfactory to the Company, to the effect that such transfer of Notes may be effected without registration of such Notes under the Securities Act of 1933, as amended). Thereafter, at any time prior to maturity or redemption of such Notes, the Corporate Trust OfficeHolder thereof may surrender such Notes (subject to compliance with the applicable provisions of this Section 4) together with a request to transfer at said office of the Company. The Register will show Thereafter, if and only if such transfer complies with Section 4.1, without expense (other than transfer taxes, if any) to the Holder, the Company shall (so long as the other provisions of this Section 4 have been satisfied) promptly issue in exchange therefor another Note or Notes, dated the most recent date upon which interest has been paid (whether in cash or by issuance of PIK Notes) on the surrendered Notes (or, if no interest has been paid, September __, 1998), for the same aggregate principal amount as the unpaid principal amount of the Registered NotesNotes so surrendered, having the date same maturity and rate of issueinterest, all subsequent transfers containing the same provisions and changes of ownership subject to the same terms and conditions as the Notes so surrendered. Subject to the limitations provided in respect thereof and Section 4.1, each such new Note shall be registered in the names, tax identification numbers (if relevant to a specific Holder) and addresses name of the Holders of the Registered Notes and any payment instructions with respect thereto (if different from a Holder's registered address). The Trustee will also maintain a record (the "Record") that will include notations as to whether the Notes have been paid or cancelled, and, transferee designated in the case of mutilated, destroyed, stolen or lost Notes, whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Record will include notations of the Note so replaced, and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Record will include notations of the Note so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Registered Notes effected by it. The Trustee shall at all reasonable times during office hours make the Register and the Record available to the Issuer or any Person authorized Notice by the Issuer in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and direction of the Issuer the Trustee shall deliver to such Persons all lists of Holders of Registered Notes, their addresses and amounts of such holdings as they may request. The Register and the Record shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. As long as it is required by Argentine law or by the CNV, the Trustee's representative in Argentina will keep a duplicate of the Register and the Record in the Spanish language in Argentinasurrendering Holder.
Appears in 1 contract
Sources: Junior Subordinated Note (Miami Cruiseline Services Holdings I B V)
Registration, Transfer and Exchange of Notes. (a) The Trustee Registrar will keep books a register (the “Register”) at its office in the City of Buenos Aires, Argentina located at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, for the registration of ownership, exchange and registration of transfer of Registered Notes at its Corporate Trust OfficeNotes. In the case of the replacement of any of the Notes, the Register will include notations of the Note so replaced, and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Register will include notations of the Note so cancelled and the date on which such Note was cancelled. The Issuer may appoint one or more coCo-registrars. Promptly after any such appointment, the Issuer Registrar shall give, at its expense, notice thereof to the Holders as specified in Section 11.4. and to the CNV. The Trustee will keep also maintain a record of all Registered registrations of ownership, exchange and transfer of Notes (at its office in London. The Co-Registrar shall give prompt notice to the "Register") at Registrar and the Corporate Trust OfficeRegistrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of Notes. The Register will show the principal amount of the Registered Notes, the date of issue, all subsequent transfers and changes of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Registered Notes and any payment instructions with respect thereto (if different from a Holder's ’s registered address). The Trustee will also maintain a record (the "Record") that will include notations as to whether the Notes have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Notes, whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Record will include notations of the Note so replaced, Registrar and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Record will include notations of the Note so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Trustee and the Co-Registrar of any transfers or exchanges of Registered Notes effected by it. The Trustee shall at all reasonable times during office hours make the Register and the Record available to the Issuer Company or any Person authorized by the Issuer Company in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and written direction of the Issuer Company, the Trustee Registrar and the Co-Registrar shall deliver to such Persons all lists of Holders of Registered Notes, their addresses and amounts of such holdings as they the Company may requestrequest in writing. The Registrar shall maintain the Register and the Record shall be in written or electronic form in the Spanish language, and the Co-Registrar shall maintain duplicates thereof in the English language language.
(i) Subject to such reasonable and customary regulations as the Company may from time to time prescribe, transfers of any Certificated Note in whole or in part pursuant to this Section 2.10 must be made at the relevant office of the Registrar or Co-Registrar or at the office of any other form capable of being converted into such form within a reasonable time. As long as it is required by Argentine law or Transfer Agent that may be appointed by the CNVCompany, by delivery of such Certificated Note with the form of transfer thereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or Co-Registrar or any other Transfer Agent, as the case may be, duly executed by the registered Holder thereof or such registered Holder’s attorney in fact duly authorized in writing. In exchange for any Certificated Note properly presented for transfer, the Trustee's representative in Argentina will keep a duplicate Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Register and Registrar or Co-Registrar or at the Record office of any Transfer Agent, as the case may be, to the transferee or send by mail (at the risk of the transferee) to such address as the transferee may request, a Certificated Note or Notes in the Spanish language name of such transferee and for the same aggregate principal amount as shall have been transferred. In the case of the transfer of any Certificated Note in Argentinapart, the Trustee shall also promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate Trust Office or at the office of the Registrar or Co-Registrar or at the office of any Transfer Agent, as the case may be, to the transferor or send by mail (at the risk of the transferor) to such address as the transferor may request, a Certificated Note or Notes registered in the name of the transferor and for the aggregate principal amount that was not transferred. Certificated Notes may also be exchanged for other Certificated Notes in any authorized denominations and of equal aggregate principal amount of Notes, subject to, if any, the minimum denomination requirements set forth in the applicable resolution of the Board of Directors.
(ii) Neither the Registrar or Co-Registrar nor any Transfer Agent shall register the transfer of or exchange of Certificated Notes for a period of fifteen (15) days preceding the due date for any payment of interest on the Note or during the period of thirty (30) days ending on the due date for any payment of Principal on the Note. Neither the Registrar or Co-Registrar nor any Transfer Agent shall register the transfer of or exchange any Notes previously called for redemption.
Appears in 1 contract
Sources: Indenture (Cresud Inc)
Registration, Transfer and Exchange of Notes. (a) The Trustee GPK will keep books 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, or similar governmental charges), it will provide for the registration and transfer of Notes. The holder of any Note may, at such holder's option but subject to the terms hereof (including without limitation Section 9c), surrender the same for transfer or exchange and registration 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 ▇▇▇▇▇▇'s attorney-in-fact duly authorized in writing. In case any holder shall so request transfer or exchange of Registered Notes any Note, the Sellers at its Corporate Trust Office. The Issuer may appoint their expense (other than transfer taxes, if any, or similar governmental charges) will deliver in exchange therefor one or more co-registrars. Promptly after any such appointmentnew Notes (in minimum denominations of $10,000,000, the Issuer shall give, at its expense, notice thereof except to the Holders as specified in Section 11.4. and extent necessary to evidence the CNV. The Trustee will keep a record of all Registered Notes (the "Register") at the Corporate Trust Office. The Register will show the entire unpaid principal amount of the Registered NotesNote 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 issueissue of such Note so surrendered, or the date to which interest has been paid on such Note so surrendered. The Sellers and any agent of the Sellers 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 Sellers 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 subsequent transfers notices, certificates, requests, statements and changes other documents required or permitted to be delivered to any holder of ownership in respect thereof and the names, tax identification numbers (if relevant to a specific Holder) and addresses of the Holders of the Registered Notes and Note by any payment instructions with respect thereto (if different from a Holder's registered address). The Trustee will also maintain a record (the "Record") that will include notations as to whether the Notes have been paid or cancelled, and, in the case of mutilated, destroyed, stolen or lost Notes, whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Record will include notations of the Note so replaced, and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Record will include notations of the Note so cancelled and the date on which such Note was cancelled. Each Transfer Agent provision hereof shall notify the Trustee and the Registrar of any transfers or exchanges of Registered Notes effected by it. The Trustee shall at all reasonable times during office hours make the Register and the Record available to the Issuer or any Person authorized by the Issuer in writing for inspection and for the taking of copies thereof or extracts therefrom, and at the expense and direction of the Issuer the Trustee shall deliver be delivered to such Persons all lists of Holders of Registered Notes, their addresses and amounts of such holdings as they may request. The Register and the Record shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time. As long as it is required by Argentine law or by the CNV, the Trustee's representative in Argentina will keep a duplicate of the Register and the Record in the Spanish language in Argentinaholder.
Appears in 1 contract
Sources: Note Agreement (Graphic Packaging International Corp)