Transfer and Exchange of Certificated Securities Sample Clauses
The "Transfer and Exchange of Certificated Securities" clause governs the process by which ownership of physical, paper-based securities can be transferred or exchanged between parties. It typically outlines the requirements for endorsing certificates, presenting them to the issuer or transfer agent, and any necessary documentation or procedures to validate the transfer. This clause ensures that the transfer of certificated securities is conducted in an orderly and legally recognized manner, thereby reducing the risk of disputes and maintaining accurate records of ownership.
Transfer and Exchange of Certificated Securities. When Certificated Securities are presented to the Registrar with a request:
Transfer and Exchange of Certificated Securities. In the event that Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.12(a)(i), and, on or after such event, Certificated Securities are presented by a Holder to the Registrar with a request:
Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request:
(1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or
(2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenture; and
(2) in the case of a Restricted Certificated Security, such request shall be accompanied by the following additional information and documents, as applicable:
(A) if such Restricted Certificated Security is being delivered to the Security Registrar by a Holder for registration in the name of such Holder, without transfer, or such Restricted Certificated Security is being transferred to the Company or a Subsidiary of the Company, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);
(B) if such Restricted Certificated Security is being transferred to a person the Holder reasonably believes is a QIB in accordance with Rule 144A or pursuant to an effective registration statement under the Securities Act, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate);
(C) if such Restricted Certificated Security is being transferred to an Institutional Accredited Investor, a certification to that effect from such Holder (in substantially the form set forth in the Transfer Certificate), a certification from the Institutional Accredited Investor to whom such Restricted Certificated Security is being transferred in substantially the form set forth in Exhibit B-2, and, if the Company or such Security Registrar so requests, a customary opinion of counsel, certificates and other information reasonably acceptable to them as to the compliance with the restrictions set forth in the legend described in Section 102(f)(1); or
(D) if such Restricted Certificated Security is being transferred (i) pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 or (ii) pursuant to an exemption fr...
Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to the Registrar with a request:
Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request:
(1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or
(2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations; such Security Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the fifth paragraph of Section 305 of the Indenture.
Transfer and Exchange of Certificated Securities. If Certificated Securities are issued in exchange for beneficial interests in Global Securities in accordance with Section 2.15(a)(i), and, on or after such event, Certificated Securities are presented by a Holder to the Registrar with a request:
(i) to register the transfer of the Certificated Securities to a Person who will take delivery thereof in the form of Certificated Securities only; or
(ii) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in accordance with the proviso to Section 2.08(a).
Transfer and Exchange of Certificated Securities. When Certificated Securities are presented by a Holder to a Security Registrar with a request:
(1) to register the transfer of the Certificated Securities to a person who will take delivery thereof in the form of Certificated Securities only; or
(2) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations,
Transfer and Exchange of Certificated Securities. In the event that Certificated Securities of a Series are issued in exchange for beneficial interests in Global Securities of such Series in accordance with Section 2.17(b)(i), on or after such event when Certificated Securities of such Series are presented by a Holder to a Registrar with a request: (x) to register the transfer of such Certificated Securities to a person who shall take delivery thereof in the form of Certificated Securities only; or (y) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of such Series of other authorized denominations, such Registrar shall register the transfer or make the exchange as requested if the requirements for such transaction under this Indenture are satisfied; provided, however, that the Certificated Securities presented or surrendered for register of transfer or exchange shall be duly endorsed or accompanied by an assignment form and, if applicable, a transfer certificate each in the form included in the Board Resolution, supplemental indenture or Officers’ Certificate authorizing the applicable Securities, and in each case in a form satisfactory to the Registrar duly executed by the Holder thereof or its attorney duly authorized in writing.
Transfer and Exchange of Certificated Securities. When Certificated Securities are presented to the Registrar with a request:
(A) to register the transfer of such Certificated Securities; or
(B) to exchange such Certificated Securities for an equal principal amount of Certificated Securities of other authorized denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Securities surrendered for transfer or exchange:
(1) shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(2) so long as such Securities are Restricted Securities, such Securities are being transferred or exchanged pursuant to clauses (u), (v) or (w) below, and are accompanied by the following additional information and documents, as applicable:
Transfer and Exchange of Certificated Securities. Any Certificated Securities may be transferred and exchanged for other Certificated Securities as provided in Section 305 of the Indenture. SECTION 104 Amount.
(a) The Trustee shall authenticate and deliver 2007 Notes for original issue in an aggregate principal amount of up to $172,500,000 upon Company Order for the authentication and delivery of 2007 Notes, in accordance with Section 303 of the Indenture.
(b) The Company may not issue new 2007 Notes to replace 2007 Notes that it has paid or delivered to the Trustee for cancellation or that any Holder has converted pursuant to Article Seventeen.