Common use of Transfer and Conversion Clause in Contracts

Transfer and Conversion. Subject to Section 2.13 hereof, (a) upon surrender for registration of transfer of any Note, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder or such Noteholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.04, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Notes from the Noteholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Notes to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder or such Noteholder's attorney duly authorized in writing, at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall be made only in accordance with Section 2.13 and this Section 2.07(b). Transfers of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Notes. (d) Any Registrar appointed pursuant to Section 2.04 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery of the Notes by such Registrar upon registration of transfer or exchange of Notes. (e) No Registrar shall be required to make registrations of transfer or exchange of Notes during any periods designated in the text of the Notes or in this Indenture as periods during which such registration of transfers and exchanges need not be made.

Transfer and Conversion. Subject to Section 2.13 hereof, (a) upon surrender for registration of transfer of any NoteSecurity, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder Securityholder or such NoteholderSecurityholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.04, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Securities of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Notes Securities from the Noteholder Securityholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Notes Securities may be exchanged for other Notes Securities of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Notes Securities to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder Securityholder or such NoteholderSecurityholder's attorney duly authorized in writing, at such office or agency. Whenever any Notes Securities are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Notes Securities which the Holder making the exchange is entitled to receive. The Company shall not be required to make, and the Registrar need not register, and Securities in respect of which a Repurchase Notice or a Change in Control Purchase Notice has been given and not withdrawn by the Holder thereof in accordance with the terms of this Indenture (except, in the case of Securities to be purchased in part, the portion thereof not to be purchased.) (b) Notwithstanding any provision to the contrary herein, so long as a Global Note Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global NoteSecurity, in whole or in part, shall be made only in accordance with Section 2.13 and this Section 2.07(b). Transfers of a Global Note Security shall be limited to transfers of such Global Note Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the NotesSecurities. (d) Any Registrar appointed pursuant to Section 2.04 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery of the Notes Securities by such Registrar upon registration of transfer or exchange of NotesSecurities. (e) No Registrar shall be required to make registrations of transfer or exchange of Notes Securities during any periods designated in the text of the Notes Securities or in this Indenture as periods during which such registration of transfers and exchanges need not be made.

Transfer and Conversion. Subject to Section 2.13 2.16 hereof,: (ai) upon surrender for registration of transfer of any NoteDebenture, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder Holder or such Noteholder's Holder’s attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.042.05, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes Debentures of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Notes Debentures from the Noteholder Holder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Notes Securities may be exchanged for other Notes Debentures of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Notes Debentures to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder Holder or such Noteholder's Holder’s attorney duly authorized in writing, at such office or agency. Whenever any Notes Debentures are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Notes Debentures which the Holder making the exchange is entitled to receive. (bii) Notwithstanding any provision to the contrary herein, so long as a Global Note Security remains outstanding and is held by or on behalf of the Depositary, transfers of a Global NoteSecurity, in whole or in part, shall be made only in accordance with Section 2.13 2.16 and this Section 2.07(b2.10(ii). Transfers of a Global Note Security shall be limited to transfers of such Global Note Security in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's ’s nominee. (ciii) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the NotesDebentures. (div) Any Registrar appointed pursuant to Section 2.04 2.05 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with the delivery of the Notes by such Registrar of Debentures upon registration of transfer or exchange of NotesDebentures. (ev) No Registrar shall be required to make registrations of transfer or exchange of Notes Debentures during any periods designated in the text of the Notes Debentures or in this Indenture as periods during which such registration of transfers and exchanges need not be made.