Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies shall execute and deliver, at the Companies’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached hereto. 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. The Companies may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000. (b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows: (A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto; (B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto; (C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby; (D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and (E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 2 contracts
Sources: Note Purchase Agreement (Vanguard Car Rental Group Inc.), Note Purchase Agreement (Vanguard Car Rental Group Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Midstream/Energy Fund, Inc. Note Purchase Agreement accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee250,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 Section 6 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 2 contracts
Sources: Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.), Note Purchase Agreement (Kayne Anderson Midstream/Energy Fund, Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder Holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of NotesNotes as a condition of registering the transfer of Notes on its register. Notes shall not be transferred in denominations of less than $1,000, [***] provided that, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) [***]. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:Article 6.
(Ab) other than as provided in any written instrument of transfer executed by The Purchasers understands that the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement Notes are not being registered under the Securities Act or any state securities law and are being sold to the Purchasers in a transaction that is exempt from the registration requirements of the Securities Act. Neither the Company nor any other Note Documents, person or entity is obligated to register the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or Notes under the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents Securities Act or any other instrument securities or document furnished pursuant hereto or thereto;“Blue Sky” laws.
(Bc) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms The Purchasers understand that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
will bear a legend to substantially the following effect: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (D) such transferee willTHE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
Appears in 2 contracts
Sources: Note Purchase Agreement (Bloom Energy Corp), Note Purchase Agreement (Bloom Energy Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached heretorequest. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other similar governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
500,000. The Company shall not be required to register the transfer of any Note to any Person (bother than your nominee) Any transfereeor to any separate account maintained by you unless the Company receives from the transferee a representation to the Company (and appropriate information as to any separate accounts or other matters, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (iincluding disclosure pursuant to Section 6.2(b) at least 3 Business Days prior to any such proposed transfer) to have made the representations set forth same or, in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any reasonable opinion of the other Note DocumentsCompany, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility similar effect with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and as is contained in Section 6.2, together with such other documents and information assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as it has deemed appropriate such term is used in Section 5.12(d). No transferor shall be liable for any damages in connection with any such representations or assurances provided to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or Company by any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notestransferee.
Appears in 2 contracts
Sources: Note Purchase Agreement (Cpi Corp), Note Purchase Agreement (Cpi Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliverdeliver not more than 5 Business Days following surrender of such Note, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000200,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 200,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.2, provided that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 2 contracts
Sources: Note Purchase Agreement (Proquest Co), Note Purchase Agreement (Proquest Co)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(D)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address, payment instructions and notice address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) 250,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.2, provided, that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien or security interest created or purported to be created Note will not constitute a non-exempt prohibited transaction under or in connection with, this Agreement or any section 406(a) of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesERISA.
Appears in 2 contracts
Sources: Note Purchase Agreement (Hecla Mining Co/De/), Note Purchase Agreement (Hecla Mining Co/De/)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company or the applicable Issuer Subsidiary shall execute and deliver, at the Companies’ its expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto. A. 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. The Companies Company or the applicable Issuer Subsidiary may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000 (or its equivalent if denominated in another currency), provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
100,000 (b) or its equivalent if denominated in another currency). Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) Section 6. Each transferee of a Note shall, as a condition to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transfereetransfer, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect simultaneously become a party to the financial condition Amended and Restated Collateral Agency and Intercreditor Agreement. Each transferee of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other a Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received which was not previously a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all Agreement and which is not incorporated under the laws of the obligations which by United States of America or a state thereof shall, within three Business Days of becoming a holder, deliver to the terms Company such certificate and other evidence as the Company may reasonably request to establish that such holder is entitled to receive payments under the Notes without deduction or withholding of this Agreement are required to be performed by it as a holder of the Notesany United States federal income taxes.
Appears in 2 contracts
Sources: Private Shelf Agreement (Nu Skin Enterprises Inc), Private Shelf Agreement (Nu Skin Enterprises Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Administrative Agent for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the Companies assignee Holder agrees to be bound by the terms hereof that are applicable to Holders, Company shall execute and deliver, at the Companies’ expense (except as provided below)Company’s expense, one or more new Notes (as requested by the holder Holder thereof) of the same series in exchange therefortherefore and, in the case of any Note, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided, however, that no transfer of any Note may be made (i) to a transferee who is not an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act) and (ii) unless such transfer is made pursuant to an exemption from registration under the securities laws of the United States including, without limitation, any resale of any Note under Rule 144A of the Securities Act. Each Any purported transfer of a Note or an interest therein which is prohibited hereby shall be null and void ab initio and of no force or effect whatever. In the case of a transfer of Notes, each such new Note and shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto. A. 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. The Companies may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided thatprovided, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee1,000,000; provided, further, that transfers by a Holder and its acceptance Affiliates shall be aggregated for purposes of determining whether or not such $ 1,000,000 threshold has been reached. If any Holder shall request that the restrictive legend on a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transfereeremoved, such transferor makes no representation or warranty and assumes no responsibility with respect to any statementsHolder, warranties or representations made in or if requested by Company, will have the obligation in connection with this Agreement such request, as applicable, at such Holder’s expense, of delivering an opinion of counsel in form and substance reasonably satisfactory to Company, in connection with such request to the effect that the removal of such restrictive legend would not be in violation of the Securities Act or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesapplicable state securities laws.
Appears in 2 contracts
Sources: Note Purchase Agreement (Penn Octane Corp), Note Purchase Agreement (Rio Vista Energy Partners Lp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.212.2, shall be in substantially the form of Exhibit A attached hereto. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0002,500,000, provided PROVIDED that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,0002,500,000.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 6.1, 6.2 and 6.2 6.3 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies Company or any of their Subsidiaries other Obligor or the performance or observance by the Companies or any of their Subsidiaries Obligor of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement Agreement, together with copies of the financial statements referred to in Section 8.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and;
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes;
(F) solely in the case of any direct transferee of MS Group, such transferee represents that it is a "QUALIFIED INSTITUTIONAL BUYER" (as defined in Rule 144A under the Securities Act), without giving effect to the provisions of Rule 144A(a)(1)(i), that would require such transferee to own and invest on a discretionary basis at least $100,000,000 in securities of issuers that are not affiliated with such transferee; and
(G) such transferee appoints MS Group as the Collateral Agent therefor with respect to all of the liens and security interests granted by the Obligors in the Collateral pursuant to the terms of the Collateral Documents, and agrees to be bound by all of the terms and provisions relating to the Collateral Agent's rights, responsibilities and protections as are set forth in the Collateral Documents or appended to the Note or Notes to be held by such transferee and, if reasonably requested by the Collateral Agent, agrees to enter into a collateral agency agreement with the Collateral Agent, the Company and the other holders of the Notes setting forth such rights, responsibilities and protections of the Collateral Agent as the Collateral Agent shall reasonably specify.
(c) The Company hereby acknowledges and agrees that MS Group is the Collateral Agent for the Secured Parties with respect to all of the liens and security interests granted by the Obligors in the Collateral pursuant to the terms of the Collateral Documents, and, if reasonably requested by the Collateral Agent, agrees to enter into a collateral agency agreement among the Collateral Agent, the Company and the holders of the Notes with respect thereto.
Appears in 2 contracts
Sources: Note Purchase Agreement (Econophone Inc), Note Purchase Agreement (Econophone Inc)
Transfer and Exchange of Notes. (a) Upon Except as provided in the Deed of Appointment and Priority or in Section 7.2 hereof, the rights of each holder of Notes under this Agreement and the Notes may not be assigned or transferred without the consent of the holders of the Senior Indebtedness, such consent not to be unreasonably withheld. Except as provided in the Deed of Appointment and Priority, the rights of each holder of Notes under this Agreement and the Notes may not be assigned or transferred without the prior written consent of the Company. Subject to compliance with applicable law, obtaining the requisite consents and to the execution of deeds of accession acceptable to the holders of the Senior Indebtedness and the Company, upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Each Note may be transferred only in a denomination of less than $1,000.
(b) whole, and not in part. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with Schedule B as of the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument date of transfer executed by the transferor and such transfereeshall be deemed to have agreed to, such transferor makes no representation or warranty and assumes no responsibility with respect to any statementsshall be subject to, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty all terms and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy provisions of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 2 contracts
Sources: Note Purchase Agreement (Wynn Resorts LTD), Note Purchase Agreement (Wynn Resorts LTD)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A attached heretoor 1-B, as applicable. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company Note Purchase Agreement of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee500,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 Section 6 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 2 contracts
Sources: Note Purchase Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that in lieu thereof such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 2 contracts
Sources: Note Purchase Agreement (Molex Inc), Note Purchase Agreement (Sigma Aldrich Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(4)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series and tranche, if applicable, originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of any Series or tranche, if applicable, one Note of such Series or tranche, if applicable, may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien or security interest created or purported to be created Note will not constitute a non-exempt prohibited transaction under or in connection with, this Agreement or any Section 406(a) of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesERISA.
Appears in 2 contracts
Sources: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)
Transfer and Exchange of Notes. The Issuer shall keep a register which shall provide for the registration of the Notes and the registration of transfers of the Notes (athe “Register”). The principal amount of and stated rate of interest on the Notes, the names, addresses and commitments of the Purchasers holding the Notes, the transfer of the Notes, and the names and addresses of the transferees of the Notes shall be registered in the Register. The Notes may not be transferred or exchanged unless (i) Upon such transfer or exchange is recorded in the Register, (ii) the Issuer has consented to such transfer or exchange (such consent not to be unreasonably withheld, delayed or conditioned, and provided that no such consent shall be required during the occurrence and continuance of an Event of Default unless such transfer is to a Competitor), (iii) after giving effect to such proposed transfer or exchange, the total number of Persons (other than the Issuer or any of its Affiliates) holding Notes shall not exceed three (3) (treating all affiliated holders as a single entity for this purpose) and (iv) the prospective transferee thereof shall have agreed to assume such Purchaser’s rights and obligations hereunder by executing an Assignment and Acceptance in substantially the form of Exhibit H. A Purchaser holding a Note may, prior to maturity or prepayment thereof, surrender of any such Note at the principal executive office of the Companies Issuer for registration of transfer or exchange. A Purchaser desiring to transfer or exchange a Note or portion thereof shall first notify the Issuer in writing at least three (3) days in advance of such transfer or exchange. Within a reasonable time after such notice to the Issuer from a Purchaser of its intention to make such transfer or exchange and without expense (other than transfer taxes, if any) to a Purchaser, the Issuer shall, if consenting to such transfer or exchange pursuant to the terms hereof:
(a) acknowledge such transfer or exchange by executing an Assignment and Acceptance;
(b) record such transfer or exchange in the Register, effective as of the date of such Assignment and Acceptance; and
(c) issue in exchange therefor another Note or Notes, in denominations of at least $10,000,000 and in multiples of $1,000,000 in excess of such minimum denomination (except in the case of a surrender Note for registration the aggregate amount or the balance of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies shall execute and deliver, at the Companies’ expense (except as provided below), one or more new Notes (so transferred) all as requested by the holder thereof) in exchange thereforPurchaser, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered, and 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 Note(provided, that no minimum shall apply to a liquidating distribution of Notes to investors in a Purchaser and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the Purchaser holding such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached hereto. 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 Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of the surrendered Note if no principal or interest shall have been paid thereonresult therefrom. The Companies may require payment of a sum sufficient Issuer shall have no obligation hereunder or under any Note to cover any stamp tax or Person other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a Purchaser that is the registered holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000each such Note.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Emmis Communications Corp), Note Purchase Agreement (Emmis Communications Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1-A, 1-B or 1-C, as applicable. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) Any transferee250,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 Section 6 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 2 contracts
Sources: Agency Agreement (Kayne Anderson MLP Investment CO), Note Purchase Agreement (Kayne Anderson MLP Investment CO)
Transfer and Exchange of Notes. (a) Upon surrender The holder of any Note, as applicable, may, prior to maturity or prepayment thereof, surrender such Note at the principal executive office of the Companies a Borrower for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify the Borrower in writing at least five (and5) days in advance of such transfer or exchange. Within a reasonable time after such notice to the Borrower from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, the Borrower shall issue in exchange therefor another Note in denominations of One Hundred Thousand Dollars ($100,000) and multiples thereof, except in the case of a surrender Note for registration the balance of transferthe aggregate amount of the Note, duly endorsed or accompanied by Notes so transferred which shall be in a written instrument minimum denomination of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofOne Hundred Thousand Dollars ($100,000), the Companies shall execute and deliver, at the Companies’ expense (except as provided below), one or more new Notes (all as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered Noteand 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 (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Noteholder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without restriction under this sentence). Each such new Note shall be made payable to such Person or Persons, or assigns, as the holder of such holder surrendered Note may request anddesignate, subject to subsection (c) of this Section 10.2, and such transfer or exchange shall be made in substantially such a manner that no gain or loss of principal or interest shall result therefrom. The Borrower shall have no obligation hereunder or under any Note to any person other than the form registered holder of Exhibit A attached heretoeach such Note. Each such new Note Notwithstanding anything to the contrary contained herein, no Noteholder shall be dated and bear interest from the date permitted 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. The Companies may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) Notes unless such Noteholder's transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate agreed in writing to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which be bound by the terms of this Agreement are required and the other Subordinated Notes Documents and the Mezzanine Subordination Agreement to be performed by it as which such Noteholder is a holder of party, including the Notesrepresentations and warranties set forth in Article IV hereof.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender Subject to Section 2.10(b), the holder of any Note or Notes may, prior to maturity or prepayment thereof, surrender such Note or Notes at the principal executive office of the Companies Company for registration of transfer or exchange. Any holder desiring to transfer or exchange any Note shall first notify the Company in writing at least five (and5) days in advance of such transfer or exchange. Within a reasonable time after such notice to the Company from a holder of its intention to make such exchange and without expense (other than transfer taxes, if any) to such holder, the Company shall issue in exchange therefor another Note or Notes, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies shall execute and deliver, at the Companies’ expense (except as provided below), one or more new Notes (denominations as requested by the holder thereof) in exchange thereforholder, in an for the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered Noteand 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 made payable to such Person or Persons, or assigns, as the holder of such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached hereto. 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 Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of the surrendered Note if no principal or interest shall have been paid thereon. The Companies may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000result therefrom.
(b) Any transferee, by its acceptance Except for any transfer of a portfolio of investments by CRP and any distributions to Affiliates or affiliated funds or holders of the equity interests of CRP, including limited partners (to which this Section 2.10(b) shall not apply), no holder of Notes shall assign, pledge, mortgage, transfer or otherwise dispose of, either in whole or in part, all or any part of the Note registered or Notes (“Transfer”) held by such holder except in its name accordance with this Section 2.10(b). Prior to the Transfer of the Note or Notes held by such holder, such holder shall first offer to the Company the right to acquire such Notes in a written notice (or the name “Offer Notice”) which shall identify the Notes proposed to be Transferred. The Company will then have the right to offer to acquire such Notes if the Company notifies the holder in writing of its nominee)proposed terms for such Transfer, including, without limitation, price and the amount of Notes proposed to be acquired, within five (5) days of receipt of the Offer Notice. A holder shall be deemed entitled to Transfer any Notes not purchased by the Company pursuant to this Section 2.10(b): (i) to have made during the representations set forth in Sections 6.1 and 6.2 period ending six (6) months after the date of the Offer Notice and (ii) at not less than the price and upon terms not materially less favorable to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other holder than as provided in any written instrument of transfer executed those offered by the transferor and Company, but may not otherwise Transfer such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection Notes without renewed compliance with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 2.10(b).
Appears in 1 contract
Sources: Senior Subordinated Secured Note and Warrant Purchase Agreement (SoftBrands, Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoSchedule 1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 Section 6. If a transferee is relying on clauses (c), (d), (e) or (g) of Section 6.2, it shall notify the Company which clause it is relying upon and 6.2 provide any such written disclosure required in any such clauses to the Company at least six Business Days prior to the transfer, and (ii) if the Company reasonably determines, based upon an opinion of counsel it furnishes to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other transferee not less than as provided in any written instrument one Business Day prior to the proposed transfer, that the transfer could reasonably be expected to be prohibited under Section 406 of transfer executed by ERISA or Section 4975 of the transferor and such transfereeCode, such transferor makes no representation transfer shall not be effectuated until such time, if any, as the transferee represents that it is relying on other clauses of Section 6.2 or warranty and assumes no responsibility with respect to any statements, warranties the Company determines that the proposed transfer would not be prohibited by Section 406 of ERISA or representations made in or in connection with this Agreement or any Section 4975 of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesCode.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon If Notes are taken out of the DTC book-entry system and issued in definitive form, upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoA-1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, and in integral multiples of $1,000 in excess thereof, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes6.2.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be and in substantially the form of Note for such Series set forth in Exhibit A attached hereto1.1(a) or Exhibit 1.1(b), as the case may be. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with Section 6. The Notes have not been registered under the transferor and Securities Act or under the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority securities laws of any lien state and may not be transferred or security interest created resold unless registered under the Securities Act and all applicable state securities laws or purported to be created under or in connection with, this Agreement or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) requirement for such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase Agreement (American Water Works Company, Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 19) for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000200,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 200,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections Section 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument purported transfer of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other a Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all this Section 14.2 shall be null and void and shall not be given effect for any purpose whatsoever.
(b) Within 15 Business Days of the obligations which receiving notice of any sale, transfer or assignment of any Note by the terms of this Agreement are required holder thereof, the Company shall, with the Collateral Agent, enter into and cause to be performed by it registered with the Danish International Register of Shipping an amendment to the Mortgage to register the transferee of such Note as a holder of the Notescreditor thereunder.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon Subject to Section 13.2(b), upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000500,000. Any transferee of a Note, or purchaser of a participation therein, shall, by its acceptance of such Note be deemed to make the same representations to the Company regarding the Note or participation as the Purchasers have made pursuant to Section 6.2, provided that such entity may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such entity of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 Each Purchaser and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any each other holder of any Note acknowledges that the Notes have not been registered under the Securities Act of 1933 and based on such documents that the Company has no intention or obligation to so register the Notes. Each Purchaser and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee each other holder agrees that it will perform in accordance with their terms all not transfer any Note or any interest therein unless such Note is registered under the Securities Act of 1933, there is an applicable exemption from the obligations which by the terms of requirement for such registration or such Note is not subject to such registration. The Company may refuse to register any transfer or attempted transfer that violates this Agreement are required to be performed by it as a holder of the Notessubsection (b).
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Fund or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Fund shall execute and deliver, at the Companies’ Fund’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A attached heretoor 1-B, as applicable. 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. The Companies Fund may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) Any transferee250,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Fund is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and Section 6.2 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Fund or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Fund shall execute and deliver, at the Companies’ Fund’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Fund may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee250,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Fund is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and Section 6.2 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney Attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 Section 6.2, provided, however, that, such transferee will not be deemed to have chosen the options set forth in Section 6.2(b), (c) or (e) unless such transferee shall have made the disclosures referred to therein at least five Business Days prior to its acceptance of such Note and shall have received prior to such acceptance of such Note the certificate provided for in the penultimate paragraph of Section 6.2 and such certificate shall contain the statement set forth in either Section 4.3(c)(1) or (ii) to confirm to 2), as applicable; and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transfereeprovided, further, that, such transferor makes no representation transferee will not be deemed to have chosen an option set forth in Section 6.2(a), (b) or warranty and assumes no responsibility with respect (d) unless the applicable Class Exemption referred to therein remains in effect at that time or another similar Class Exemption is then available. The Company shall exercise reasonable due diligence as is necessary to respond to any statementssuch disclosure, warranties or representations made in or in connection with this Agreement or any of provided that, if the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority Company shall not respond within five Business Days following receipt of any lien or security interest created or purported to be created under or in connection withsuch disclosure, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at be deemed to have made the timestatement set forth in either Section 4.3(c)(l) or (2), continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesapplicable.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliverdeliver not more than 5 Business Days following surrender of such Note, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.2, provided that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase Agreement (Insituform Technologies Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Issuers, at the principal executive office address (as specified in Section 11.01) and to the attention of the Companies officer designated by the Issuers, for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer substantially in the “Assignment Form” attached to such Note, completed and duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofwriting), within 10 Business Days thereafter, the Companies Issuers shall execute and deliver, at the CompaniesIssuers’ expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder may request and, subject to subsection Holder (cin the case of an exchange) or its registered assign (in the case of this Section 10.2, a registration of transfer) and shall be substantially in substantially the form of Exhibit A attached hereto. A. 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. The Companies Issuers may require payment of a sum sufficient to cover any stamp tax stamp, documentary or transfer Taxes or any other governmental charge excise or property Taxes, charges or similar levies imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, 100,000; provided that, if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee100,000. Every replacement Note is an additional obligation of the Issuers. For the avoidance of doubt, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations except as set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided Section 7.04, no Issuer Party will have any consent right in respect of any written instrument transfer of transfer executed Notes by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents Purchaser or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesHolder.
Appears in 1 contract
Sources: Indenture (Global Partners Lp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoSchedule 1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm have agreed to and agree comply with the transferor provisions of Section 20. If any proposed transferee of the Notes indicates that such transferee is relying on any representation contained in Section 6.2(c), (d), (e) or (g) and makes a disclosure to the other parties hereto Company under one of such clauses, the Company shall deliver as follows:
(A) other than soon as provided reasonably possible, but in any written instrument event within five Business Days, after receiving such disclosure a certificate, which shall state either that (i) the Company is neither a party in interest nor a “disqualified person” (as defined in section 4975(e)(2) of transfer executed by the transferor and such transfereeCode), such transferor makes no representation or warranty and assumes no responsibility with respect to any statementsplan identified pursuant to Section 6.2(c), warranties (e) or representations made in or in connection with this Agreement or any of the other Note Documents(g), or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(Bii) such transferor makes no representation or warranty and assumes no responsibility with respect to any plan identified pursuant to Section 6.2(d) neither the financial condition Company nor any “affiliate” (as defined in Part VI(c)(1) of the Companies QPAM Exemption) has at such time, and during the immediately preceding one year, exercised the authority to appoint or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries terminate said QPAM as manager of any of its Obligations under this Agreement plan identified in writing pursuant to Section 6.2(d) or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by negotiate the terms of this Agreement are required to be performed by it as a holder of the Notes.of
Appears in 1 contract
Sources: Note Purchase Agreement (Care Capital Properties, Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(4)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the relevant name, address and other information (including, without limitation, a facsimile number and electronic mail address) for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes of the same Series (and of the same tranche if such Series has separate tranches) (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series and tranche, if applicable, originally issued hereunder or pursuant to the applicable Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred (a) to (1) any Affiliate or (2) any Competitor, provided that the limitation contained in this clause (a)(2) shall not apply (i) with the consent of the Company, which shall not be unreasonably withheld or delayed or (ii) during any period when an Event of Default specified in Section 11(a), Section 11(b), Section 11(f)(1), Section 11(f)(2) or Section 11(f)(3) (if the holder of the Debt referred to therein actually accelerates such Debt or requires the repurchase of such Debt and has not rescinded such action), Section 11(g) or Section 11(h) has occurred and is continuing or a violation of Section 10.1 through Section 10.4, inclusive has occurred and is continuing and (b) in denominations of less than $1,0001,000,000, provided thatthat the limitation contained in this clause (b) shall not apply to transfers from any holder of Notes to an Affiliate of such holder or to any Related Fund, provided further, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series or tranche, if applicable, one Note of such Series or tranche, if applicable, may be in a denomination of less than $1,000.
(b) 1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.2.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days ANNEX A-40 thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder Holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided that, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections Section 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:Section 6.2.
(Ab) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee Each Holder hereby agrees that it will perform in accordance with their terms all not offer for sale or sell any of the obligations which by the terms of this Agreement are required its Notes or disclose any Confidential Information to be performed by it as a holder any prospective transferee of the Notes, other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”) for such Notes and the names of up to ten prospective purchasers. If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice. The aggregate principal amount of the Notes specified in such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not more than 30 days following delivery of such Purchase Notice. If a Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice. In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase the Notes within such 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of First Offer Notice.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliverdeliver not more than 5 Business Days following surrender of such Note, at the CompaniesCompany’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.2, provided that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to STEPAN COMPANY NOTE PURCHASE AGREEMENT the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that in lieu thereof such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase Agreement (Stepan Co)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and Section 6.2 and Section 6.3, provided, that in lieu thereof such holder may (iiin reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to confirm the effect that the purchase by any transferee of any Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. No Notes or any Confidential Information may be transferred to and agree with any Person who is a Competitor of the transferor Company, and the other parties hereto as follows:
(A) other than as provided in Company may refuse to register any written instrument of purported transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any a Competitor of the other Note Documents, Company. The Notes have not been registered under the Securities Act or under the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority securities laws of any lien state and may not be transferred or security interest created resold unless registered under the Securities Act and all applicable state securities laws or purported to be created under or in connection with, this Agreement or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) requirement for such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase Agreement (International Speedway Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(4)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 15 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series and tranche, if applicable, originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of any Series and tranche, if applicable, one Note of such Series and tranche, if applicable, may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien or security interest created or purported to be created Note will not constitute a non-exempt prohibited transaction under or in connection with, this Agreement or any Section 406(a) of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesERISA.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender Where Notes are presented to the Registrar or a co-Registrar with a request to register a transfer or to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall register the transfer or make the exchange in accordance with the requirements of this Section 2.06. To permit registrations of transfers and exchanges, the Issuers shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any Note authorized denominations and of a like aggregate principal amount, at the principal executive office of the Companies Registrar’s request. No service charge shall be made for any registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies shall execute and deliver, at the Companies’ expense Notes (except as provided belowotherwise expressly permitted herein), one or more new Notes (as requested by but the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached hereto. 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. The Companies Issuers may require payment of a sum sufficient to cover any stamp tax agency fee or similar charge payable in connection with any such registration of transfer or exchange of Notes (other governmental than any agency fee or similar charge imposed payable upon exchanges pursuant to Section 2.10, 3.08 or 9.05) or in respect accordance with an Offer to Purchase pursuant to Section 4.09 or Section 4.11, not involving a transfer. Upon presentation for exchange or registration of transfer of any Note as permitted by the terms of this Indenture and by any legend appearing on such Note, such Note shall be exchanged or transferred upon the Security Register and one or more new Notes shall be authenticated and issued in the name of the Holder (in the case of exchanges only) or the transferee, as the case may be. No exchange or transfer of Notesa Note shall be effective under this Indenture unless and until such Note has been registered in the name of such Person in the Security Register. Notes Furthermore, the exchange or transfer of any Note shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable effective under this Indenture unless the request for such exchange or registration of transfer is made by the Holder or by a holder duly authorized attorney-in-fact at the office of its entire holding the Registrar. Every Note presented or surrendered for registration of Notestransfer or for exchange shall (if so required by the Issuers or the Registrar) be duly endorsed, one or be accompanied by a written instrument of transfer, in form satisfactory to the Issuers and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Neither the Registrar nor the Issuers shall be required (i) to issue, register the transfer of, or exchange any Note may be during a period beginning at the opening of 5 Business Days before the day of the delivery of a notice of redemption of Notes selected for redemption under Section 3.03 and ending at the close of business on the day of such delivery or (ii) to register the transfer of or exchange any Note so selected for redemption in a denomination whole or in part, except the unredeemed portion of less than $1,000any Note being redeemed in part.
(b) Any transfereeNotwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by its acceptance or on behalf of the Depositary, transfers of a Note registered Global Note, in its name (whole or the name in part, or of its nominee)any beneficial interest therein, shall only be deemed made in accordance with Section 2.01, Section 2.06(a) and this Section 2.06(b); provided, however, that a beneficial interest in a Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note in accordance with the transfer restrictions set forth in the restricted Note legend on the Note, if any.
(i) to have Except for transfers or exchanges made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all any of clauses (ii), (iii), (iv) or (v) of this Section 2.06(b), transfers of a Global Note shall be limited to transfers of such Global Note in whole, but not in part, to nominees of the obligations which by the terms of this Agreement are required Depositary or to be performed by it as a holder successor of the NotesDepositary or such successor’s nominee.
Appears in 1 contract
Sources: Indenture (Foresight Energy LP)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)) of the same Series, the Companies Company shall execute and deliverdeliver not more than 5 Business Days following surrender of such Note, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.2, provided that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Schawk Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note originally issued hereunder. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on STEPAN COMPANY NOTE PURCHASE AGREEMENT the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that in lieu thereof such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase Agreement (Stepan Co)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed (i) to have made make the same representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase Company regarding the Note or Notes being purchased thereby;
participation as you have made pursuant to Section 6.2, provided that such entity may (D) such transferee will, independently and without in reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which provided by the terms Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such entity of this Agreement are required to be performed by it as any Note will not constitute a holder non-exempt prohibited transaction under Section 406(a) of the NotesERISA.
Appears in 1 contract
Sources: Note Purchase Agreement (Elizabethtown Water Co /Nj/)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18) for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days the Companies Issuers shall execute and deliver, at the CompaniesIssuers’ expense (except as provided below), one or more new Notes of such Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note and each bearing the same legend as appears on the surrendered Note provided, however, that the Company shall not be required to execute any new Note, or register the transfer of any Note, to a transferee who is a Competitor of any Obligor. Each such new Note shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of such Note for such Series as set forth in Exhibit A attached hereto1.1(a) or Exhibit 1.1(b), as applicable. 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 DB1/ 131461627.9 surrendered Note if no interest shall have been paid thereon. The Companies Issuers may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 250,000. Each holder that transfers Notes shall be deemed to have represented and warranted to the Issuers that such transfer has been effected in compliance with applicable securities laws. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 Section 6 hereof and 6.2 and (ii) shall have agreed to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed abide by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any provisions of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 20 hereof.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at Subject to the principal executive office of the Companies for registration of transfer or exchange conditions set forth in clause (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofb), the Companies shall execute and deliverbelow, any holder may at the Companies’ expense (except as provided below), any time transfer to one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount transferees all or a portion of the surrendered NoteNotes at the time owing to it. Each Notwithstanding the foregoing, no such new Note transfer shall be payable made (i) to a natural Person or Disqualified Institution and (ii) unless such Person transfer will comply with applicable securities laws. For the avoidance of doubt, (i) the Collateral Agent shall bear no responsibility or liability for monitoring and enforcing the list of Persons who are Disqualified Institutions at any time and (ii) the Collateral Agent shall not (A) be obligated to ascertain, monitor or inquire as such holder may request and, subject to subsection whether any proposed transfer will comply with applicable securities laws or (cB) have any liability with respect to or arising out of this Section 10.2, shall be in substantially the form of Exhibit A attached hereto. 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 thereonany transfer that does not comply with applicable securities laws. The Companies Collateral Agent or the Issuer may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 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 set forth in Section 6.2.
(b) Transfers of Notes shall be subject to the following additional conditions:
(i) except in the case of a transfer to a Purchaser or an Affiliate of a Purchaser or a transfer of the entire amount of the transferring holder’s Notes, the amount of the Notes of the transferring holder subject to each such transfer (determined as of the date the Transfer and Acceptance with respect to such transfer is delivered to the Collateral Agent) shall not be less than $100,000, unless each of the Issuer and the Collateral Agent otherwise consents; provided that no such consent of the Issuer shall be required if an Event of Default under Section 11(a), (b), (g) or (h) has occurred and is continuing;
(ii) the parties to each transfer shall execute and deliver to the Collateral Agent a Transfer and Acceptance via an electronic settlement system or other method reasonably acceptable to the Collateral Agent, together with a processing and recordation fee in the amount of $3,500; provided that the Collateral Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any transfer;
(iii) the transferee, if it shall not be a then existing holder, shall deliver to the Collateral Agent an administrative questionnaire in a form approved by the Collateral Agent (the “Administrative Questionnaire”) and applicable tax forms (as required under Section 14.3(d)).
(c) Any transferee, by its acceptance of a Note registered in its name or the name of its nominee, shall be deemed to have (i) acknowledged, approved and consented and agreed to the terms set forth in this Agreement and the Security Documents and (ii) made the representations set forth in Sections the second sentence of Section 6.1 and Section 6.2 and (ii) to confirm have expressly agreed to the provisions of Section 20 and agree with the transferor and the other parties hereto as follows:Section 22.
(Ad) other than The Issuer hereby agrees that, upon request of any Purchaser at any time and from time to time after the Issuer has issued the Notes hereunder, the Issuer shall provide to such Purchaser, at the Issuer’s own expense, a Note, substantially in the form of Exhibit 1, evidencing the Notes purchased by such Purchaser. Thereafter, unless otherwise agreed to by the applicable Purchaser, the Obligations evidenced by such Note and interest thereon shall at all times (including after transfer pursuant to Section 13) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if requested by such payee, to such payee and its registered transferees).
(e) Upon its receipt of a duly completed Transfer and Acceptance executed by a transferring holder and a transferee and acknowledged by the Collateral Agent, the transferee’s completed Administrative Questionnaire and applicable tax forms (unless the transferee shall already be a holder hereunder), the processing and recordation fee referred to in clause (b)(ii) of this Section 13.2 and any written consent to such transfer required by clause (a) of this Section 13.2, the Collateral Agent shall promptly accept such Transfer and Acceptance and record the information contained therein in the Register. No transfer, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
clause (B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notese).
Appears in 1 contract
Sources: Note Purchase Agreement (California Resources Corp)
Transfer and Exchange of Notes. (a) Upon If Notes are taken out of the DTC book-entry system and issued in definitive form, upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoA-1 or Exhibit A-3, as applicable. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, and in integral multiples of $1,000 in excess thereof, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and 6.2.
(iib) to confirm to and agree with For each of the transferor Class A Notes and the other parties hereto as follows:
Class B Notes, the Company shall deliver a single permanent global Note in registered form, substantially in the form set forth in Exhibit A-1 and Exhibit A-2, respectively, (A) other than as provided the “Global Notes”), registered in any written instrument the name of transfer Cede & Co., the nominee of DTC, duly executed by the transferor and such transferee, such transferor makes no representation Company. The Company will require that all resales be made in compliance with the provisions of Rule 144A to Qualified Institutional Buyers who have advised the Company in writing that they are purchasing the Note for their own account or warranty and assumes no responsibility accounts with respect to any statements, warranties or representations which such Qualified Institutional Buyer exercises sole investment discretion and that such Qualified Institutional Buyer is aware that the sale to it is being made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty reliance on Rule 144A and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms acknowledges that it has received a copy of this Agreement and such other documents and information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. Any such transferee shall be deemed appropriate to make its own credit analysis have also made the representations set forth in Sections 6.1 and decision to purchase the Note or Notes being purchased thereby;6.2.
(Dc) If a beneficial interest in the Global Notes is proposed to be transferred, the transfer of such transferee will, independently and without reliance upon beneficial interest may be effected only through the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; andbook-entry system maintained by DTC.
(Ed) The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such transferee agrees requirement is available. Upon the registration of transfer, exchange or replacement of Notes, the Company shall deliver only Notes that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required bear a legend to be performed by it as a holder of the Notessuch effect.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed (i) to have made make the same representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase Company regarding the Note or Notes being purchased thereby;
participation as such Noteholder has made pursuant to Section 6.2, provided that such entity may (D) such transferee will, independently and without in reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which provided by the terms Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such entity of this Agreement are required to be performed by it as any Note will not constitute a holder non-exempt prohibited transaction under Section 406(a) of the NotesERISA.
Appears in 1 contract
Sources: Note Agreement (Stepan Co)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer in the form attached hereto as Exhibit B duly executed by the registered holder Noteholder of such Note or its attorney duly authorized authorised in writing and by the transferee or its attorney duly authorised in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an therefor with aggregate principal amount Reference Prices equal to the unpaid principal amount Reference Price of the surrendered Note. Each such new Note shall be payable to such Person person as such holder Noteholder may request andrequest, subject to subsection (c) of this Section 10.2compliance with applicable law, and shall be substantially in substantially the form of Exhibit A attached hereto. Each such new Note shall be dated and (in the case of any Note) 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. The Companies Company may require evidence of prior payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000U.S.$500,000; provided, provided thathowever, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000U.S.$500,000. Each Note may be transferred in whole only and not in part. Every person, by virtue of becoming a Noteholder shall be deemed to have expressly assented and agreed to the terms of, and shall be bound by, this Agreement.
(b) Any transferee, by its acceptance The Notes may not be transferred except in transactions which are registered under the Securities Act and the securities laws of a Note registered all applicable states of the United States or for which an exemption from registration is available and which are otherwise in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree compliance with the transferor and the securities laws of all other parties hereto as follows:
applicable jurisdictions (A) other than as provided including applicable resale restrictions in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesCanada).
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 500,000. Any transfereetransferee of a Note shall, by its acceptance of a Note registered in its name (or the name of its nominee)such Note, shall be deemed (i) to have made the same representations and acknowledgments to the Company regarding the purchase of the Note as the original purchasers made pursuant to Section 6.2, provided, however, that such transferee will not be deemed to have chosen the options set forth in Sections 6.1 6.2(b), (c) or (e) unless such transferee shall have made the disclosure referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to such acceptance of such Note the certificate provided for in the last paragraph of Section 6.2 and such certificate shall contain the statement set forth in Section 5.12(e); and provided, further, that such transferee will not be deemed to have chosen an option set forth in Sections 6.2(b), (iic) or (e) unless the applicable Class Exemption referred to confirm therein remains in effect at that time. The Company shall exercise reasonable due diligence as is necessary to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect respond to any statementssuch disclosure, warranties or representations made in or in connection with this Agreement or any provided that, if the Company shall not respond within ten Business Days following receipt of the other Note Documentssuch disclosure, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at be deemed to have made the time, continue to make its own credit decisions statement set forth in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 5.12(e). .c2.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18) for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series as such surrendered Note 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A attached heretoin the case of a Series A Note, substantially in the form of Exhibit 1-B in the case of a Series B Note, substantially in the form of Exhibit 1-C in the case of a Series C Note, substantially in the form of Exhibit 1-D in the case of a Shelf Note and substantially in the form of Exhibit 1-E in the case of a Series D Note. 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. The Companies Notes may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and the Company is not required to register the Notes. The Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000 (or €100,000 in the case of Notes denominated in Euros, or £100,000 in the case of Notes denominated in British Pounds), provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000, €100,000 or £100,000, as applicable. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.2.”
Appears in 1 contract
Sources: Multi Currency Note Purchase and Private Shelf Agreement (Idexx Laboratories Inc /De)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(a)(iv)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same series (and of the same tranche if such series has multiple tranches) as requested by the holder thereof) thereof 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1 hereto or Exhibit 1 of the appropriate Supplement, as applicable. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and Section 6.1, Section 6.2 and (ii) to confirm to and agree with the transferor Section 23(k), and the other parties hereto as follows:
(ACompany shall not be obligated to register any Note in the name of any transferee who cannot make the representations set forth in Section 6.1, Section 6.2 and Section 23(k) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made transfer that would result in or in connection with this Agreement or any a “prohibited transaction” within the meaning of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority Section 406 of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesERISA.
Appears in 1 contract
Sources: Master Note Purchase Agreement (Waste Connections, Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Fund or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Fund shall execute and deliver, at the Companies’ Fund’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A attached heretoor 1-B as applicable. 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. The Companies Fund may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall Shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) Any transferee100,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Fund is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and Section 6.2 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Fund or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Fund shall execute and deliver, at the Companies’ Fund’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall ClearBridge Energy MLP Fund Inc. Note Purchase Agreement be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1-A, 1-B, 1-C or 1-D, as applicable. 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. The Companies Fund may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) Any transferee250,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Fund is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and Section 6.2 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (ClearBridge Energy MLP Fund Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same Series and tranche (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note established for the applicable Series and tranche and shall have the Guarantee of the Guarantor endorsed thereon. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000U.S.$100,000 (in the case of the Series 2003-1 Tranche A Notes, Series 2003-1 Tranche B Notes, Series 2003-1 Tranche C Notes, and the Series ▇▇▇▇-▇ ▇▇▇▇▇▇▇ ▇ Notes) or £100,000 (in the case of the Series 2003-1 Tranche D Notes), provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) U.S.$100,000 or £100,000, as applicable. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.2.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoSchedule 1(a) or Schedule 1(b), as appropriate. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 Section 6.2. The transferee of any Note in accordance with Section 13.1 shall have all rights, benefits and 6.2 and (ii) to confirm to and agree with obligations of the transferor and Purchaser of such Note under the other parties Note Documents as if such holder were an original signatory hereto as follows:without any further action being required under the Note Documents.
(Ab) other than as provided in any written instrument If no Default or Event of transfer executed by the transferor Default has occurred and such transfereeis continuing, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other each holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee a Note hereby agrees that it will perform in accordance with their terms all not offer for sale or sell any of its Notes, or parts thereof, other than to an Affiliate, or to another holder of a Note without first delivering written notice to the Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement Company (a “Right of First Offer Notice”) of its intent to sell such Notes or part thereof. Such Right of First Offer Notice shall contain a reasonably detailed description of the obligations which proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”), and the principal amount of Note(s) that such holder of Note(s) desires to sell, for such Notes. If the Company so desires it may, within 3 Business Days of the receipt of such Right of First Offer Notice, inform such holder of a Note in writing via email or overnight delivery that it elects to purchase, or have an Affiliate or Institutional Investor designated by the terms Company purchase, such Notes (a “Purchase Notice”) from the holder of this Agreement are required to Note delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such time a Default or Event of Default shall have occurred and be performed by it as continuing, a holder of a Note shall have no obligation to deliver a Right of First Offer Notice to the NotesCompany and the Company shall not have the right to purchase, and no Affiliate or any other entity designated by the Company shall have a right to purchase, the Notes of the holder. The aggregate principal amount of the Notes specified in such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not more than 30 days following delivery of such Purchase Notice. If a holder of a Note does not receive a Purchase Notice from the Company within 3 Business Days after the delivery of a Right of First Offer Notice to the Company, such holder of a Note shall have the right to sell its Notes identified in such Right of First Offer Notice to a third party purchaser (other than a Disqualified Purchaser) for a price which is not less than 90% of the Proposed Purchase Price identified in such Right of First Offer Notice at any time during the period of 120 days from the date of such Right of First Offer Notice.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company or such other office as so designated by the Company pursuant to Section 16.1 for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, (1) duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofthereof and (2) accompanied by complete copies of all the certificates and forms necessary for such Transferee to be eligible for a complete exemption from Japanese withholding tax on any interest paid to it on the Notes under the U.S. Japan tax treaty on double taxation as requested by the Company), within ten Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series and tranche 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1.1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000¥50,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note payable to such holder (or its nominee) may be in a denomination of less than $1,000.
¥50,000,000. Notwithstanding the foregoing, the Notes may be resold (bi) only if registered pursuant to the provisions of the Securities Act or the Securities and Exchange Law of Japan or if an exemption from registration is available, except under circumstances where neither such registration nor such exemption is required by law and (ii) only to Eligible Investors or a Japanese bank or insurance company. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 7.3 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes7.4.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Issuers, at the principal executive office address (as specified in Section 11.01) and to the attention of the Companies officer designated by the Issuers, for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer substantially in the “Assignment Form” attached to such Note, completed and duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereofwriting), within 10 Business Days thereafter, the Companies Issuers shall execute and deliver, at the CompaniesIssuers’ expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder may request and, subject to subsection Holder (cin the case of an exchange) or its registered assign (in the case of this Section 10.2, a registration of transfer) and shall be substantially in substantially the form of Exhibit A attached hereto. A. 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. The Companies Issuers may require payment of a sum sufficient to cover any stamp tax stamp, documentary or transfer Taxes or any other governmental charge excise or property Taxes, charges or similar levies imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, 100,000; provided that, if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee100,000. Every replacement Note is an additional obligation of the Issuers. For the avoidance of doubt, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations except as set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided Section 7.04, no Issuer Party will have any consent right in respect of any written instrument transfer of transfer executed Notes by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents Purchasers or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesHolder.
Appears in 1 contract
Sources: Indenture (Global Partners Lp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.29.2, shall be in substantially the form of Exhibit A attached hereto. 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. The Companies Company may require payment of a sum sufficient to cover any stamp or transfer tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 5.1 and 6.2 5.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies Company or any of their its Subsidiaries or the performance or observance by the Companies Company or any of their its Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement Agreement, together with copies of the financial statements referred to in Section 7.3 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and;
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.;
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Icg Communications Inc /De/)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.2, provided, that in lieu thereof such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien or security interest created or purported to be created Note will not constitute a non-exempt prohibited transaction under or in connection with, this Agreement or any section 406(a) of the other ERISA. AZZ incorporated Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Purchase Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (Azz Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Administrative Agent for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note Holder or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), and an assignment agreement in form and substance acceptable to Administrative Agent whereby the Companies assignee Holder agrees to be bound by the terms hereof that are applicable to Holders, Company shall execute and deliver, at the Companies’ expense (except as provided below)Company's expense, one or more new Notes (as requested by the holder Holder thereof) of the same series in exchange therefortherefore and, in the case of any Note, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided, however, that no transfer of any Note may be made (i) to a transferee who is not an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or a Qualified Institutional Buyer (as defined in Rule 144A promulgated under the Securities Act) and (ii) unless such transfer is made pursuant to an exemption from registration under the securities Laws of the United States including, without limitation, any resale of any Note under Rule 144A of the Securities Act. Each Any purported transfer of a Note or an interest therein which is prohibited hereby shall be null and void ab initio and of no force or effect whatever. In the case of a transfer of Notes, each such new Note and shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto. A. 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. The Companies may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided thatprovided, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee1,000,000; provided, further, that transfers by a Holder and its acceptance Affiliates shall be aggregated for purposes of determining whether or not such $1,000,000 threshold has been reached. If any Holder shall request that the restrictive legend on a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transfereeremoved, such transferor makes no representation or warranty and assumes no responsibility with respect to any statementsHolder, warranties or representations made in or if requested by Company, will have the obligation in connection with this Agreement such request, as applicable, at such Holder's expense, of delivering an opinion of counsel in form and substance reasonably satisfactory to Company, in connection with such request to the effect that the removal of such restrictive legend would not be in violation of the Securities Act or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesapplicable state securities Laws.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the address for notices notices, payment instruction in the form set out in Schedule 13.2 hereto and an IRS Form W-9 of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoSchedule 1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, 100,000; provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) Section 6.2. Notwithstanding the foregoing provisions of this Section 13.2, the Company shall have the right to confirm to and agree with prevent any transfer otherwise permitted by this Section 13.2 if it reasonably determines that the transferor and the other parties hereto as follows:
(A) other than as provided transfer would result in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation a prohibited transaction under ERISA or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any Section 4975 of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes Code for which no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesexemption is available.
Appears in 1 contract
Sources: Note Purchase Agreement (SJW Group)
Transfer and Exchange of Notes. (a) Upon Subject to compliance with the terms of this Agreement, upon surrender of any Note at the principal executive office of the Companies Company or at such other office specified in writing by the Company to each Holder of one or more Notes for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliverdeliver or cause to be delivered, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder Holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, 500,000 (and increments of $100,000 thereafter); provided that, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections Section 6.1 (except that the transferee shall not make such representations if such transfer occurs after the Resale Restrictions Termination Date (as defined in Exhibit 13.2)) and in Section 6.2 and (ii) deemed to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported have agreed to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect subject to the financial condition terms hereof. Each Holder of the Companies or any Notes, by its acceptance of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has Note, will be deemed appropriate to make its own credit analysis and decision have agreed to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which be bound by the terms of this Agreement are as though it were a party hereto and prior to any transfer and as a condition to each transfer, the transferor and transferee shall execute and deliver to the Company a certificate in the form attached hereto as Exhibit 13.2 (including the letter attached to such exhibit) to confirm the foregoing and the compliance, if any, with the legend, if any, on the Note. To the extent any original Purchaser of the Notes transfers all or part of its obligation to purchase the additional Notes required to be performed purchased under this Agreement, an agreement shall be executed by it as such Purchaser and such transferee establishing an obligation to purchase such additional Notes, in a holder of form reasonably satisfactory to the NotesCompany.
Appears in 1 contract
Sources: Note Purchase Agreement (Aearo Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Fund or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration ClearBridge Energy MLP Opportunity Fund Inc. Note Purchase Agreement of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Fund shall execute and deliver, at the Companies’ Fund’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1-A, 1-B or 1-C, as applicable. 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. The Companies Fund may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) Any transferee250,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Fund is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and Section 6.2 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (ClearBridge Energy MLP Opportunity Fund Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached heretorequest. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
500,000. You agree that the Company shall not be required to register the transfer of any Note to any Person (bother than your nominee) Any transferee, or to any separate account maintained by its acceptance of you unless the Company receive from the transferee a Note registered in its name representation to the Company (and appropriate information as to any separate accounts or the name of its nominee), shall be deemed (iother matters) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation same or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility similar effect with respect to the financial condition of transferee as is contained in Section 6.2 or other assurances 42 38 reasonably satisfactory to the Companies Company that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notestransferee.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(3)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0002,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 2,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with Section 6.3. The Notes have not been registered under the transferor and Securities Act or under the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority securities laws of any lien state and may not be transferred or security interest created resold unless registered under the Securities Act and all applicable state securities laws or purported to be created under or in connection with, this Agreement or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) requirement for such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase Agreement (Egl Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Registrar, for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof)) and accompanied by a transfer certificate substantially in the form of Exhibit 13.2, within ten Business Days thereafter, the Companies Company shall execute and shall cause the Registrar to deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series and 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1-A, Exhibit 1-B or Exhibit 1-C, as applicable. 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. The Companies Company or the Registrar may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that in lieu thereof such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)) of the same Series, the Companies Company shall execute and deliverdeliver not more than 5 Business Days following surrender of such Note, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.2, provided that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Schawk Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0002,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 2,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with 6.3. The Notes have not been registered under the transferor and Securities Act or under the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority securities laws of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty state and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other each holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms such Notes shall not be transferred or resold unless registered under the Securities Act and all of applicable state securities laws or unless an exemption from the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesrequirement for such registration is available.
Appears in 1 contract
Transfer and Exchange of Notes. (a) 1. Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c1) of this Section 10.2X(B), shall be in substantially the form of Exhibit A attached hereto. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,00050,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,00050,000.
(b) 2. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (ia) to have made the representations set forth in Sections 6.1 V(A), V(B) and 6.2 V(C) and (iib) to confirm to and agree with the transferor trans-feror and the other parties hereto as follows:
(A1) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien Lien or security interest created or purported to be created under or in connection with, with this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;; and
(B2) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies Company or any of their Subsidiaries other Obligor or the performance or observance by the Companies or any of their Subsidiaries Obligor of any of its Obligations obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C3) such transferee confirms that it has received a copy of this Agreement Agreement, together with copies of the SEC Reports and financial statements referred to in Section VII(A) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D4) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E5) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ its expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached heretorequest. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred except in denominations of less than $1,000500,000 or more, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be issued to such holder in a denomination of less than $1,000.
500,000. You agree that the Company shall not be required to register the transfer of any Note to any Person (bother than your nominee) or to any separate account maintained by you unless the Company receives from the transferee a customary representation to the Company (and appropriate information as to any separate accounts or other matters) or other assurances reasonably satisfactory to the Company to the effect that such transfer does not involve a prohibited transaction (as such term is defined in section 406 (a) of ERISA and section 4975 (c) (1) (A) - (D) of the Code). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any transferee. Any transfereetransferee of a Note, by its acceptance of a Note registered in its name (or the name of its nominee)such Note, shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect represented to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms Company that it has received is not a copy Competitor, unless prior to the transfer of this Agreement such Note and in lieu of such other documents representation the proposed transferee of such Note notifies the Company in writing that it may be a Competitor and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions either agrees in taking or not taking action under this Agreement; and
(E) such transferee agrees writing that it will perform in accordance with their terms all of be subject to the obligations which by limitations applicable to a Competitor hereunder or requests that the terms of this Agreement are required Company advise it as to whether such proposed transferee would be deemed to be performed by it as a Competitor. If a proposed transferee makes such request the Company shall, within two Business Days after being requested so to do, determine on a reasonable basis and in good faith in consultation with such proposed transferee whether such proposed transferee would be deemed to be a Competitor. Any holder of a Note which is a Competitor (whether by agreement or the NotesCompany's determination as aforesaid) shall be subject to the applicable limitations specified in Sections 7.1(h) and 7.3(a).
Appears in 1 contract
Sources: Note Purchase Agreement (Federated Investors Inc /Pa/)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1-A, 1-B or 1-C, as applicable, and shall have the Guarantee of the Guarantor endorsed thereon. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000U.S.$500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of a series of Notes, one Note of such Series may be in a denomination of less than $1,000.
(b) U.S.$500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have agreed to be bound by the provisions contained herein expressed to be, or that otherwise are, applicable to holders of Notes and to have made the representations set forth in Sections 6.1 and 6.1, 6.2 and (ii) 6.3. The Company shall not be required to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in effect any written instrument transfer or exchange of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other a Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority within five Business Days of any lien or security interest created or purported date on which a payment is scheduled to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesmade thereon.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Parent Issuer or the Company, as applicable, at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 19(iii) or 19(iv), as applicable), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Parent Issuer or the Company, as applicable, shall execute and deliver, at the Companies’ expense Parent Issuer’s or the Company’s expense, as applicable (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1(a), Exhibit 1(b), Exhibit 1(c) or Exhibit 1(d), as applicable. Each such new Note shall be dated and bear interest (including, without limitation, any additional interest in the form of the Interest Rate Adjustment for any applicable Interest Rate Adjustment Period) 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000€250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) €250,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made as of the date of transfer the representations set forth in Sections 6.1 and 6.2 and Section 6, including Section 6.3, provided, that in lieu of such representation in Section 6.3, such holder may (ii) to confirm to and agree with in reliance upon information provided by the transferor Parent Issuer and the other parties hereto as follows:
(ACompany, which shall not be unreasonably withheld) other than as provided in make a representation to the effect that the purchase by any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien or security interest created or purported to be created Note will not constitute a non-exempt prohibited transaction under or in connection with, this Agreement or any section 406(a) of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesERISA.
Appears in 1 contract
Sources: Note Purchase and Guaranty Agreement (Teledyne Technologies Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed (i) to have made make the same representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase Company regarding the Note or Notes being purchased thereby;
participation as such Noteholder has made pursuant to Section 6.2, provided that such entity may (D) such transferee will, independently and without in reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which provided by the terms Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such entity of this Agreement are required to be performed by it as any Note will not constitute a holder non-exempt prohibited transaction under Section 406(a) of the Notes.ERISA. Stepan Company Amended and Restated Note Agreement
Appears in 1 contract
Sources: Note Agreement (Stepan Co)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as -39- Stericycle, Inc. Note Purchase Agreement provided below), one or more new Notes (as requested by the holder thereof) of the same Series 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that in lieu thereof such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon Subject to compliance with Section 13.2(b), upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder Holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require Annex A-25 payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided that, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections Section 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:Section 6.2.
(Ab) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee Each Holder hereby agrees that it will perform in accordance with their terms all not offer for sale or sell any of the obligations which by the terms of this Agreement are required its Notes or disclose any Confidential Information to be performed by it as a holder any prospective transferee of the Notes, other than to an Affiliate, or to another Holder without first delivering written notice to the Company (a “Right of First Offer Notice”) of its intent to sell such Notes and disclose such Confidential Information. Such Right of First Offer Notice shall contain a reasonably detailed description of the proposed terms of such sale, including, without limitation, the proposed purchase price (the “Proposed Purchase Price”) for such Notes and the names of up to ten prospective purchasers. If the Company so desires it may, within 5 Business Days of the receipt of such Right of First Offer Notice, inform such Holder in writing of its intent to purchase, or have an Affiliate or Institutional Investor designated by the Company purchase, such Notes (a “Purchase Notice”) from the Holder delivering such Right of First Offer Notice at the Proposed Purchase Price, provided, however, that if at such time a Default or Event of Default shall have occurred and be continuing, the Company shall not purchase, and shall not allow any Affiliate or Institutional Investor designated by the Company to purchase, the Notes of the Holder delivering such Right of First Offer Notice. The aggregate principal amount of the Notes specified in such Purchase Notice shall be purchased by the Company, or such Affiliate or Institutional Investor, for the Proposed Purchase Price, together with accrued interest on such Notes to the purchase date, on the date specified by the Company in such Purchase Notice, which shall be not more than 30 days following delivery of such Purchase Notice. If a Holder does not receive a Purchase Notice from the Company within 5 Business Days after the delivery of a Right of First Offer Notice to the Company, such Holder shall have the right to sell its Notes identified in such Right of First Offer Notice to one or more of the prospective purchasers identified in such Right of First Offer Notice for a price which is not less than the Proposed Purchase Price identified in such Right of First Offer Notice for a period of 120 days from the date of such Right of First Offer Notice. In the event that the prospective purchasers identified by a Holder in a Right of First Offer Notice shall decline to purchase the Notes within such 120 day period, then the Holder may identify up to 10 additional Institutional Investors through a new Right of First Offer Notice.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon If Notes are taken out of the DTC book-entry system and issued in definitive form, upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoA-1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, and in integral multiples of $1,000 in excess thereof, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and 6.2.
(iib) to confirm to and agree with For each of the transferor Class A Notes and the other parties hereto as follows:
Class B Notes, the Company shall deliver a single permanent global Note in registered form, substantially in the form set forth in Exhibit A-2 (A) other than as provided the “Global Notes”), registered in any written instrument the name of transfer Cede & Co., the nominee of DTC, duly executed by the transferor and such transferee, such transferor makes no representation Company. The Company will require that all resales be made in compliance with the provisions of Rule 144A to Qualified Institutional Buyers who have advised the Company in writing that they are purchasing the Note for their own account or warranty and assumes no responsibility accounts with respect to any statements, warranties or representations which such Qualified Institutional Buyer exercises sole investment discretion and that such Qualified Institutional Buyer is aware that the sale to it is being made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty reliance on Rule 144A and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms acknowledges that it has received a copy of this Agreement and such other documents and information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. Any such transferee shall be deemed appropriate to make its own credit analysis have also made the representations set forth in Sections 6.1 and decision to purchase the Note or Notes being purchased thereby;6.2.
(Dc) If a beneficial interest in the Global Notes is proposed to be transferred, the transfer of such transferee will, independently and without reliance upon beneficial interest may be effected only through the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; andbook-entry system maintained by DTC.
(Ed) The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such transferee agrees requirement is available. Upon the registration of transfer, exchange or replacement of Notes, the Company shall deliver only Notes that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required bear a legend to be performed by it as a holder of the Notessuch effect.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(4)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition effect that the purchase by such holder will not constitute a non-exempt prohibited transaction under Section 406(a) of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesERISA.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon If Notes are taken out of the DTC book-entry system and issued in definitive form, upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretoA-1 or Exhibit A-3, as applicable. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, and in integral multiples of $1,000 in excess thereof, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and 6.2.
(iib) to confirm to and agree with For each of the transferor Class A Notes and the other parties hereto as follows:
Class B Notes, the Company has delivered and for each of the Class C Notes the Company shall deliver a single permanent global Note in registered form, substantially in the form set forth in Exhibit A-2 and Exhibit A-4, respectively (A) other than as provided the “Global Notes”), registered in any written instrument the name of transfer Cede & Co., the nominee of DTC, duly executed by the transferor and such transferee, such transferor makes no representation Company. The Company will require that all resales be made in compliance with the provisions of Rule 144A to Qualified Institutional Buyers who have advised the Company in writing that they are purchasing the Note for their own account or warranty and assumes no responsibility accounts with respect to any statements, warranties or representations which such Qualified Institutional Buyer exercises sole investment discretion and that such Qualified Institutional Buyer is aware that the sale to it is being made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty reliance on Rule 144A and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms acknowledges that it has received a copy of this Agreement and such other documents and information regarding the Company as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A. Any such transferee shall be deemed appropriate to make its own credit analysis have also made the representations set forth in Sections 6.1 and decision to purchase the Note or Notes being purchased thereby;6.2.
(Dc) If a beneficial interest in the Global Notes is proposed to be transferred, the transfer of such transferee will, independently and without reliance upon beneficial interest may be effected only through the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; andbook-entry system maintained by DTC.
(Ed) The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such transferee agrees requirement is available. Upon the registration of transfer, exchange or replacement of Notes, the Company shall deliver only Notes that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required bear a legend to be performed by it as a holder of the Notessuch effect.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)) for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series as such surrendered Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided that the Company shall not be required to register any transfer (i) that was made in violation of the legend appearing on such Note or (ii) if the Company at such time has a reasonable basis for believing in good faith that the representations set forth in Section 6 of this Agreement are not true with respect to any such transferee. Each such new Note shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A, in the case of a Series A attached heretoNote, or in the form of Exhibit 1-B, in the case of a Shelf Note. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax, other tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Delta Natural Gas Co Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached heretorequest. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
100,000. You agree that the Company shall not be required to register the transfer of any Note to any Person (bother than your nominee) Any transferee, or to any separate account maintained by its acceptance of you unless the Company receives from the transferee a Note registered in its name representation to the Company (and appropriate information as to any separate accounts or the name of its nominee), shall be deemed (iother matters) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation same or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility similar effect with respect to the financial condition of transferee as is contained in Section 6.2 or other assurances reasonably satisfactory to the Companies Company that such transfer does not involve a prohibited transaction (as such term is used in Section 5.12(e). You shall not be liable for any damages in connection with any such representations or assurances provided to the Company by any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notestransferee.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliverdeliver within 10 Business Days, at the Companies’ Company's expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A attached heretoor 1-B, as the case may be. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, PROVIDED that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of such Note or participation be deemed to make the same representations to the Company regarding the Note or participation as you and the Other Purchasers have made pursuant to Section 6.2, PROVIDED that such entity may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such entity of any Note registered or participation will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA; PROVIDED, HOWEVER, that, such transferee or purchaser of a participation will not be deemed to have chosen the options set forth in its name (or the name of its nomineeSection 6.2(b), (c) or (e) unless such transferee or purchaser of a participation shall have made the disclosures referred to therein at least five Business Days prior to its acceptance of such Note or participation and shall have received prior to such acceptance of such Note or participation the certificate provided for in the penultimate paragraph of Section 6.2 and such certificate shall contain the statement set forth in either Section 4.3(g)(1) or (2), as applicable; and PROVIDED, FURTHER, that, such transferee or purchaser of a participation will not be deemed to have chosen an option set forth in Section 6.2(b), (c) or (e) unless the applicable Class Exemption referred to therein remains in effect at that time or another similar Class Exemption is then available. The Company shall exercise reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED that, if the Company shall not respond within five Business Days following receipt of any such disclosure, it shall be deemed (i) to have made the representations statement set forth in Sections 6.1 and 6.2 and either Section 4.3(g)(1) or (ii) to confirm to and agree with the transferor and the other parties hereto 2), as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesapplicable.
Appears in 1 contract
Sources: Note Purchase Agreement (Sonic Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached hereto. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies Company or any of their its Subsidiaries or the performance or observance by the Companies Company or any of their its Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (Vanguard Car Rental Group Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Issuers shall execute and deliver, at the CompaniesIssuers’ expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note and each bearing the same legend as appears on the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Notes set forth in Exhibit A attached hereto1. 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. The Companies Issuers may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000250,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 250,000. Each holder that transfers Notes shall be deemed to have represented and warranted to the Issuers that such transfer has been effected in compliance with applicable securities laws. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 Section 6 hereof and 6.2 and (ii) shall have agreed to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed abide by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any provisions of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 20 hereof.
Appears in 1 contract
Transfer and Exchange of Notes. (a) The Notes are issuable as registered notes without coupons in denominations of at least $1,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $1,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18) for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by of an identical Series and of a like aggregate principal amount, registered in the name of such transferee or transferees, subject to the terms of this Agreement. At the option of the holder thereofof any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations (subject in each case to the first sentence of this Section 13.2) in exchange therefor, in an of a like aggregate principal amount equal to the unpaid principal amount amount, upon surrender of the surrendered NoteNote to be exchanged at the principal office of the Company. Each such new Note shall be payable to such Person as such holder may request and, subject to subsection (c) and shall be substantially in the form of this Section 10.2, Notes for such Series set forth in the applicable Exhibit. Each installment of principal payable on each installment date upon each new Note issued upon any such transfer or exchange shall be in substantially the form same proportion to the unpaid principal amount of Exhibit A attached hereto. Each such new Note as the installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any installment or installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall be dated carry the rights to unpaid interest and bear interest from to accrue which were carried by the date to which Note so exchanged or transferred, so that neither gain nor loss of interest shall have been paid on the surrendered Note result from any such transfer or dated the date of the surrendered Note if no interest shall have been paid thereonexchange. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed (i) to have made make the same representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase Company regarding the Note or Notes being purchased thereby;
participation as the Purchasers have made pursuant to Section 6.2, provided that such entity may (D) such transferee will, independently and without in reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which provided by the terms Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such entity of this Agreement are required to be performed by it as any Note will not constitute a holder non-exempt prohibited transaction under Section 406(a) of the NotesERISA.
Appears in 1 contract
Sources: Master Shelf and Note Purchase Agreement (Brown & Brown Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A attached heretowith respect to the Series N Notes and Exhibit 1-B with respect to the Series O Notes. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 Section 6.2. If a transferee is relying on clauses (c), (d), (e) or (g) of Section 6.2, it shall provide the written disclosure required in such clauses to the Company at least six Business Days prior to the transfer of a Note and 6.2 and (ii) if the Company reasonably determines, based upon an opinion of counsel it furnishes to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other transferee not less than as provided in any written instrument one Business Day prior to the proposed transfer, that the transfer could reasonably be prohibited under section 406 of transfer executed by the transferor and such transfereeERISA, such transferor makes no representation or warranty and assumes no responsibility with respect to any statementstransfer shall not be effectuated until such time, warranties or representations made in or in connection with this Agreement or any if any, as the transferee represents that it is relying on other clauses of the other Note Documents, Section 6.2 or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or Company determines that the perfection or priority proposed transfer would not be prohibited by section 406 of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesERISA.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender The Borrower shall keep a register in which it shall provide for the registration of the Notes and the registration of transfers of Notes. The Holder of any Note may, prior to maturity, prepayment or repurchase of such Note, surrender such Note at the principal executive office of the Companies Borrower for registration of transfer or exchange. Any Holder desiring to transfer or exchange any Note (andincluding, in the case but not limited to, any assignment of a surrender for registration of transfer, duly endorsed Note or accompanied Notes contemplated by a written instrument of transfer duly executed by Section 11.5 hereof) shall first notify the registered holder Borrower in writing at least ten (10) Business Days in advance of such Note transfer or its attorney duly authorized exchange. Promptly, but in writing and accompanied by any event within ten (10) Business Days after such notice to the address for notices Borrower from the Holder Representative (on behalf of each transferee a Holder of such Note or part thereof), the Companies shall execute and deliver, at the Companies’ expense (except as provided below), one or more new Notes Notes) of a Holder’s intention to make such an exchange of such Holder’s Note(s) and without expense (as requested by other than transfer taxes, if any) to such Holder, the holder thereof) Borrower shall issue in exchange therefor, therefor another Note or Notes in an the same aggregate principal amount equal to amount, as of the date of such issuance, as the unpaid principal amount of the Note so surrendered Noteand having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note so surrendered (provided that no minimum shall apply to a liquidating distribution of Notes to investors in a Holder and any Notes so distributed may be subsequently transferred by such investor and its successors in the original denomination thereof without further restriction). Each such new Note shall be made payable to such Person or Persons, or assigns, as the Holder of such holder surrendered Note may request anddesignate, subject to subsection (c) of this Section 10.2, and such transfer or exchange shall be made in substantially such a manner that no gain or loss of principal or interest shall result therefrom. The Borrower shall have no obligation or liability under any Note to any Person other than the form registered Holder of Exhibit A attached heretoeach such Note. Each such new Note Assignments and transfers of Notes by the Holders 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. The Companies may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection compliance with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 11.5 hereof.
Appears in 1 contract
Sources: Senior Subordinated Note Purchase and Security Agreement (Physicians Formula Holdings, Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within five Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Note as set forth in Exhibit A attached hereto1.3. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
100,000. Each Noteholder agrees that the Company shall not be required to register the transfer of any Note to any Person (bother than any transferring Noteholder’s nominee) Any transferee, or to any separate account maintained by its acceptance of any transferring Noteholder unless the Company receives from the transferee a Note registered in its name representation to the Company (and appropriate information as to any separate accounts or the name of its nominee), shall be deemed (iother matters) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation same or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility similar effect with respect to the financial condition transferee as is contained in section 6.2 of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Existing Note Agreement or other assurances reasonably satisfactory to the Company that such transfer does not involve a prohibited transaction (as such term is used in Section 4.12(e). No Noteholder shall be liable for any of damages in connection with any such representations or assurances provided to the other Note Documents or Company by any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notestransferee.
Appears in 1 contract
Transfer and Exchange of Notes. The Company shall keep a register which shall provide for the registration of the Notes and the registration of transfers of Notes (a) Upon surrender the “Note Register”). The principal amount of and stated rate of interest on the Notes, the names and addresses of the Purchasers holding the Notes, the transfer of the Notes, and the names and addresses of the transferees of the Notes shall be registered in the Note Register. No Note may be transferred unless such transfer is recorded in the Note Register. No Note may be sold or transferred without compliance with the registration or qualification provisions of applicable Federal and State Securities Laws or applicable exemptions therefrom. The Purchaser holding any Note or Notes may, prior to maturity or prepayment thereof, surrender such Note or Notes at the principal executive office of the Companies Company for registration of transfer or exchange. Any Purchaser desiring to transfer or exchange (and, any Note shall first notify the Company in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder writing at least three Business Days in advance of such Note transfer or exchange. Within a reasonable time after such notice to the Company from a Purchaser of its attorney duly authorized in writing intention to make such transfer or exchange and accompanied by the address for notices of each transferee of without expense (other than transfer taxes, if any) to such Note or part thereof)Purchaser, the Companies shall execute and deliver, at the Companies’ expense Company shall:
(except as provided below), one or more new Notes (as i) if requested by the holder thereof) in such Purchaser, acknowledge such transfer or exchange therefor, in by executing 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be Assignment and Acceptance in substantially the form of Exhibit A attached hereto;
(ii) record such transfer or exchange in the Note Register, effective as of the date of such Assignment and Acceptance if so requested or otherwise as of the date of such transfer or exchange; and
(iii) issue in exchange therefor another Note or Notes for the same aggregate principal amount, as of the date of such issuance, as the unpaid principal amount of the Note or Notes so surrendered, and 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 dated and bear interest from made payable to such Person or Persons, or assigns, as the date to which interest shall have been paid on the Purchaser holding such surrendered Note or dated the date Notes may designate, and such transfer or exchange shall be made in such a manner that no gain or loss of the surrendered Note if no principal or interest shall have been paid thereonresult therefrom. The Companies may require payment of a sum sufficient Company shall have no obligation hereunder or under any Note to cover any stamp tax or Person other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000, provided that, if necessary to enable the registration of transfer by a Purchaser that is the registered holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000each such Note.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Transfer and Exchange of Notes. With the Company’s consent (aother than (x) Upon after the occurrence and during the continuance of an Event of Default, (y) in connection with the transfer of such Notes to an Affiliate of Oaktree or (z) in connection with any pledge of the Notes), which consent shall not be unreasonably withheld, conditioned or delayed (other than in the case of transfers to bona fide competitors of the Company) (provided that the Company’s consent to an assignment shall be deemed to be given if the assigning ▇▇▇▇▇▇ has not received a written objection to such assignment within ten (10) Business Days of the Company’s receipt of such request for consent), upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided that such new Notes shall be in electronic form (in “portable document format” (“.pdf”) form or any other electronic form). Each such new Note shall be payable to such Person as such holder Holder may request and(provided that, subject except (x) after the occurrence and during the continuance of an Event of Default, (y) in connection with the transfer of such Notes to subsection an Affiliate of Oaktree or (cz) in connection with any pledge of this Section 10.2the Notes, the Company consents to such Person becoming a Holder, such consent not to be unreasonably withheld, conditioned or delayed (other than in the case of transfers to bona fide competitors of the Company) and shall be substantially in substantially the form of Exhibit A attached hereto1; provided that the Company’s consent to an assignment shall be deemed to be given if the assigning Holder has not received a written objection to such assignment within ten (10) Business Days of the Company’s receipt of such request for consent. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided that, if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect 1,000,000. Notwithstanding anything herein to the financial condition contrary, Notes may not be transferred to a Person that is not a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act) or an “Accredited Institutional Investor” (as defined in Rule 501 of Regulation D under the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSecurities Act).
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Ocwen Financial Corp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(3)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed transfer or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the relevant name, address and other information (including, without limitation, a facsimile number and electronic mail address) for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred (a) to (1) any Affiliate or (2) any Competitor, provided that the limitation contained in this clause (a)(2) shall not apply (i) with the consent of the Company, which shall not be unreasonably withheld or delayed or (ii) during any period when an Event of Default specified in Section 11(a), Section 11(b), Section 11(f)(1), Section 11(f)(2) or Section 11(f)(3) (if the holder of the Debt referred to therein actually accelerates such Debt or requires the repurchase of such Debt and has not rescinded such action), Section 11(g) or Section 11(h) has occurred and is continuing or a violation of Section 10.1 through Section 10.4, inclusive has occurred and is continuing and (b) in denominations of less than $1,0001,000,000, provided thatthat the limitation contained in this clause (b) shall not apply to transfers from any holder of Notes to an Affiliate of such holder or to any Related Fund, provided further, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.2.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company's expense (except as provided below), one or more new Notes of the same series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1-A, 1-B, 1-C or 1-D, as the case may be. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transfereetransferee of a Note, or purchaser of a participation therein, shall, by its acceptance of a such Note registered in its name (or the name of its nominee), shall be deemed (i) to have made make the same representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase Company regarding the Note or Notes being purchased thereby;
participation as such holder made pursuant to Section 6.2, provided that such entity may (D) such transferee will, independently and without in reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which provided by the terms Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such entity of this Agreement are required to be performed by it as any Note will not constitute a holder non-exempt prohibited transaction under section 406(a) of the NotesERISA.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified Highland Credit Strategies Fund Note Purchase Agreement in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto. 1-A. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000500,000.
(b) Any transferee, by No holder shall transfer its acceptance of a Note registered in its name (Notes or the name any of its nominee)rights or obligations under this Agreement without the prior written consent of the Company, which consent shall not be deemed unreasonably withheld or delayed. Notwithstanding the foregoing, consent shall not be required if (i) to have made the representations set forth in Sections 6.1 a Default or Event of Default has occurred and 6.2 and is continuing or (ii) the transferee is an insurance company or a broker or dealer; provided such transfer to confirm a broker or dealer is solely for the purpose of facilitating a transfer to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesan insurance company.
Appears in 1 contract
Sources: Note Purchase Agreement (Highland Credit Strategies Fund)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 19) for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer (i) accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), ) within ten (10) Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note; provided that, prior to the execution and delivery of such new Note to the transferee, to the extent such transferee is not already at such time party to the Intercreditor Agreement, such transferee shall have duly executed and delivered an Accession Agreement and be joined as a Secured Party under the Intercreditor Agreement; provided further that no Note shall be transferred to any Disqualified Holder. Each such new Note shall be payable to such Person as such holder may request and, (subject to subsection (cthe provisos above) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.2.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company or its agent at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Energy Total Return Fund, Inc. Note Purchase Agreement be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A attached heretoor 1-B, as applicable. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any transferee500,000. Notwithstanding anything to the contrary in this Section 13.2, no Notes shall be resold, transferred or otherwise disposed of unless such Notes are registered pursuant to the provisions of the Securities Act and any applicable state or foreign securities laws or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes. Each holder of Notes will be deemed, by its acceptance of a Note registered in its name (or the name of its nominee)thereof, shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 Section 6 of this Agreement and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect have agreed to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy confidentiality provisions set forth in Section 20 of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Sources: Note Purchase Agreement (Kayne Anderson Energy Total Return Fund, Inc.)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Issuer for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder's attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), within ten Business Days thereafter the Companies Issuer shall execute and deliver, at the Companies’ Issuer's expense (except as provided below), one or more new Notes (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) of this Section 10.2, shall be in substantially the form of Exhibit A attached heretorequest. 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. The Companies Issuer may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred or registered in denominations of less than $1,000500,000 or any integral multiple of $10,000 in excess thereof, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) Any 500,000 or such integral multiple. Unless any transferee specifies to the contrary prior to the registration of such transfer, such transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 paragraph (a), (c) , (d) or (e) of Section 6.2; and 6.2 no transfer under any other circumstances shall be effected unless and until the transferee has made a representation to the Issuer substantially identical to that set forth in Section 6.2(b) (iiin respect of which the Issuer agrees to respond within five Business Days) or provided other assurances satisfactory to confirm to the Issuer that such transfer would not involve a prohibited transaction (as such term is defined in section 406(a) of ERISA and agree with section 4975(c)(1)(A)-(D) of the transferor and the other parties hereto as follows:
(A) other than as provided in Code). The Noteholders shall not be liable for any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or damages in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect assurances provided to the financial condition of the Companies or Issuer by any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notestransferee.
Appears in 1 contract
Sources: Note Purchase Agreement (Cordiant Communications Group PLC /Adr)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof)) and subject to the satisfaction of the applicable rules governing the transferability of restricted securities under federal and applicable state securities laws, within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder Holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than U.S. $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than U.S. $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transfereeSection 6.2. Tortoise MLP Fund, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Inc. Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Purchase Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notes.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) new Notes of the same Series as the surrendered Note in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Notethereof. Each such new Note shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Notes of the Series surrendered. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0002,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 2,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3; provided, that such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Sources: Multi Currency Note Purchase and Private Shelf Agreement (West Pharmaceutical Services Inc)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Company for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same series 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A, in the case of a new Series A attached heretoNote, or Exhibit B, in the case of a new Series B Note. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0001,000,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 1,000,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 Section 6.2. Upon registration of transfer in accordance with this Section 14.2, (i) the transferee shall be deemed a “holder” hereunder with respect to the transferred Notes and 6.2 shall become a party to this Agreement and shall have all of the rights and obligations of a holder hereunder (except for purposes of the representation contained in Section 6.1) and under the other Note Purchase Documents and (ii) to confirm to and agree with except as otherwise provided therein, the transferor shall relinquish its rights and be released from its obligations under the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by Note Purchase Documents to the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any extent of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesinterests so transferred.
Appears in 1 contract
Sources: Note Purchase Agreement (Magellan Midstream Partners Lp)
Transfer and Exchange of Notes. (a) Upon surrender of any Note at the principal executive office of the Companies Borrower for registration of transfer or exchange (and, in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof)exchange, the Companies Borrower shall execute and deliver, at the Companies’ expense (except as provided below)Borrower's expense, one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered NoteNote and shall provide prompt written notice of such action to the Administrative Agent. Each such new Note shall be payable to such Person as such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto. 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. The Companies may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,0005,000,000, provided thator to the extent that the amount (computed on the basis of the actual number of days elapsed in a 360-day year) remaining outstanding on such Note is less than $5,000,000, if necessary such lesser amount. Other than with respect to enable the registration a transfer to an Institutional Lender or to an Affiliate of an Institutional Lender, no transfer by a holder of its entire holding of Notes, one any Note may be in made prior to the Conversion Date to a denomination transferee with a net worth of less than $1,000.
100,000,000, without the prior written consent of the Borrower (b) Any transfereesuch consent not to be unreasonably withheld or delayed). Each Institutional Lender further agrees, and shall be deemed to have agreed by its acceptance of a Note registered in its name (or the name of its nominee)Note, shall be deemed that (i) it will not transfer a Note to have made any transferee unless such transferee (A) has delivered to the representations set forth Administrative Agent an Administrative Questionnaire, and (B) executes and delivers an Assignment and Acceptance certificate as required under Section 12.4(b) of the Master Agreement substantially in Sections 6.1 the form of Exhibit A to the Master Agreement (and 6.2 the Borrower shall not issue new Notes unless and until it receives such written certification thereof) and (ii) each transfer by an Institutional Lender of its Notes shall be made such that the same percentage of the aggregate Tranche B Loan Commitments of such Institutional Lender shall also be transferred to confirm the Person to whom such Note is transferred (and agree VICE VERSA). In addition, each Institutional Lender agrees that any Note surrendered for registration of transfer in accordance with the transferor and the other parties hereto as follows:
(A) other than as provided in any this Section 3.1 must be duly endorsed or accompanied by a written instrument of transfer duly executed by the transferor registered holder of such Note or his attorney duly authorized in writing and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance accompanied by the Companies or any address for notices of their Subsidiaries each transferee of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently part thereof and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee each Institutional Lender further agrees that it will perform consult with the Borrower prior to making any transfer of its Notes. The Administrative Agent shall have no duty to monitor or ensure compliance with any restriction on transfer of a Note and shall have no personal liability for registering a Note strictly in accordance with their terms all of a notice received from the obligations which by the terms of Borrower under this Agreement are required to be performed by it as a holder of the NotesSection 3.1.
Appears in 1 contract
Transfer and Exchange of Notes. (a) The Holders of the Notes shall be permitted to assign and sell participations in their respective Notes, subject, in the case of assignments, to the Company’s approval (which approval shall not be unreasonably withheld or delayed), provided that no such approval of the Company shall be required if an Event of Default has occurred and is continuing or if the proposed assignment is to another Holder of Notes, to an Affiliate of a Holder of Notes or to a fund managed by a Holder of Notes or an Affiliate of a Holder of Notes or a Qualified Institutional Buyer (as such term is defined in Rule 144A under the Securities Act). In the case of partial assignments (other than to another Holder of Notes or to an Affiliate of a Holder of Notes or a fund managed by a Holder of Notes or any Affiliate of a Holder of Notes), the minimum assignment amount shall be $5,000,000. Holders of Notes shall be permitted to sell participations, provided the minimum participation amount shall be $2,000,000 and the voting rights granted such participants shall be limited to significant matters such as votes on changes in amount, rate, required repayments and maturity dates under the applicable Series of Notes, releases of all of the Guarantors.
(b) The Holders of the Notes acknowledge and agree that: (i) the Notes have not been registered under the Securities Act or the securities laws of any state and may be sold or otherwise disposed of (if permitted by this Agreement) only upon registration under the Securities Act and all applicable state securities laws or upon a valid exemption therefrom; and (ii) each Note or certificate representing the Notes shall bear the following legend:
(c) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder Holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any permitted transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.2.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iv)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series (and of the same tranche if such Series has separate tranches) 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder or pursuant to any Supplement. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000500,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and 6.3, provided, that in lieu of Section 6.3 such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18) for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other details for notices of each transferee of such Note or part thereof), ) within ten Business Days thereafter the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the same Series as such surrendered Note 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit 1-A, in the case of a Series A attached heretoNote, or in the form of Exhibit 1-B, in the case of a Shelf Note. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSection 6.2.
Appears in 1 contract
Sources: Note Purchase and Private Shelf Agreement (Mine Safety Appliances Co)
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder Holder of such Note or its such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder Holder thereof) 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 such holder Holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached hereto1. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of NotesNotes as a condition of registering the transfer of Notes on its register. Notes shall not be transferred in denominations of less than $1,000, 500,000 provided that, that if necessary to enable the registration of transfer by a holder Holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with the transferor and the other parties hereto as follows:Article 6.
(Ab) other than as provided in any written instrument of transfer executed by The Purchasers understands that the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement Notes are not being registered under the Securities Act or any state securities law and are being sold to the Purchasers in a transaction that is exempt from the registration requirements of the Securities Act. Neither the Company nor any other Note Documents, person or entity is obligated to register the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or Notes under the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents Securities Act or any other instrument securities or document furnished pursuant hereto or thereto;“Blue Sky” laws.
(Bc) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms The Purchasers understand that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
will bear a legend to substantially the following effect: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (D) such transferee willTHE “SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the NotesSOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) of the Stericycle, Inc. Note Purchase Agreement same Series 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 such holder may request and, subject to subsection (c) of this Section 10.2, and shall be substantially in substantially the form of Exhibit A attached heretothe Note of such Series originally issued hereunder. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,000100,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of NotesNotes of a Series, one Note of such Series may be in a denomination of less than $1,000.
(b) 100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and Section 6.3, provided, that in lieu thereof such holder may (ii) to confirm to and agree with the transferor and the other parties hereto as follows:
(A) other than as in reliance upon information provided in any written instrument of transfer executed by the transferor and such transfereeCompany, such transferor makes no which shall not be unreasonably withheld) make a representation or warranty and assumes no responsibility with respect to the effect that the purchase by any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority holder of any lien Note will not constitute a non-exempt prohibited transaction under section 406(a) of ERISA. The Notes have not been registered under the Securities Act or security interest created or purported to be created under or in connection with, this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries securities laws of any of its Obligations state and may not be transferred or resold unless registered under this Agreement the Securities Act and all applicable state securities laws or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) requirement for such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract
Transfer and Exchange of Notes. (a) Upon surrender of any Note to the Company at the principal executive office address and to the attention of the Companies designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and, and in the case of a surrender for registration of transfer, duly endorsed or transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or its such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten Business Days thereafter, the Companies Company shall execute and deliver, at the Companies’ Company’s expense (except as provided below), one or more new Notes of the same Series (as requested by the holder thereof) 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 such holder may request and, subject to subsection (c) in the case of this Section 10.2a Series B Note, shall be substantially in substantially the form of Exhibit A attached hereto. 1A, in the case of a Series C Note, shall be substantially in the form of Exhibit 1B, or, in the case of a Series D Note, shall be substantially in the form of Exhibit 1C. 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. The Companies Company may require payment of a sum sufficient to cover any stamp tax or other governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $1,00050,000, provided that, that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $1,000.
(b) 50,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed (i) to have made the representations representation set forth in Sections 6.1 and 6.2 and (ii) to confirm to and agree with Section 6.3. The Notes have not been registered under the transferor and Securities Act or under the other parties hereto as follows:
(A) other than as provided in any written instrument of transfer executed by the transferor and such transferee, such transferor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any of the other Note Documents, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority securities laws of any lien state and may not be transferred or security interest created resold unless registered under the Securities Act and all applicable state securities laws or purported to be created under or in connection with, this Agreement or any of unless an exemption from the other Note Documents or any other instrument or document furnished pursuant hereto or thereto;
(B) requirement for such transferor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or any of their Subsidiaries or the performance or observance by the Companies or any of their Subsidiaries of any of its Obligations under this Agreement or any of the other Note Documents or any other instrument or document furnished pursuant thereto;
(C) such transferee confirms that it has received a copy of this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to purchase the Note or Notes being purchased thereby;
(D) such transferee will, independently and without reliance upon the transferor or any other holder of the Notes and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; and
(E) such transferee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a holder of the Notesregistration is available.
Appears in 1 contract