Transfers, Exchanges and Replacements Sample Clauses

The "Transfers, Exchanges and Replacements" clause governs the procedures and conditions under which assets, rights, or obligations under an agreement may be transferred, exchanged, or replaced. Typically, this clause outlines the requirements for notifying the other party, obtaining necessary consents, and ensuring that any replacement or exchange meets specified standards or criteria. For example, it may allow a party to substitute a defective product with a new one or transfer contractual rights to a third party, provided certain conditions are met. The core function of this clause is to provide flexibility in managing contractual assets or obligations while maintaining clear rules to prevent disputes and ensure continuity of the agreement.
Transfers, Exchanges and Replacements. The Holders of the Securities shall present directly to the Corporate Trust Office of the Fiscal Agent all requests for (1) registration of transfer of the Securities; (2) exchange of such Securities for new Securities in authorized denominations; and (3) replacement of Securities in the case of mutilation, destruction, loss or theft. The Fiscal Agent shall follow the procedures set forth in Subsections (i) through (vi) below with respect to such requests. (i) Exchange of Interests in Global Securities for Individual Definitive Certificates. (1) In the event that (A) the Depositary notifies the Issuer in writing that it is at any time unwilling or unable to continue as depositary for a Global Security or ceases to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) (in the case of DTC and the Issuer does not appoint a qualified successor within 90 days of receiving notice or becoming aware of such ineligibility, (B) the Issuer in its sole discretion determines that the Global Security will be exchangeable for definitive Securities and notifies the Fiscal Agent of its decision, or (C) the Securities have become immediately due and payable pursuant to Section 6 of this Agreement, then the Issuer shall cause individual definitive certificates (“Certificates”) to be executed and delivered to the Fiscal Agent in sufficient quantities and authenticated by the Fiscal Agent for dispatch to Holders of all Securities in accordance with this Agreement and Subsection (b)(i)(2) below. (2) A beneficial owner of an interest in a Global Security must provide the Depositary with: (A) a written notice containing such information as the Issuer and the Fiscal Agent may require to complete, execute and deliver such individual definitive Certificates; and (B) a fully completed, signed certification substantially in the form attached hereto as Exhibit B to the effect that the exchanging Holder is not transferring its Security at the time of such exchange. (3) Upon receipt of the documents referred to in Subsection (b)(i)(2)(A) and Subsection (b)(i)(2)(B), the Fiscal Agent shall arrange for the authentication and delivery to the Person or Persons named in a written order of the Depositary of an individual definitive Certificate representing Securities registered in the name or upon the order of the Person or Persons named in such order and shall alter the entries in the Securities Register in respect of the Global Securiti...
View SourceView Similar (3)
Transfers, Exchanges and Replacements. At the times and in the manner specified in Section 5(b) hereof, upon presentation by the Issuer to the Registrar of the Notes to be delivered upon transfer or exchange, or replacement, of Notes to be delivered in the event of mutilation, destruction, loss or theft, the Registrar shall authenticate such Notes by execution of the Certificate of Authentication thereon, and shall thereupon deliver such Notes to the holders thereof. So long as The Depository Trust Company (“DTC”), or its nominee, is the Depositary, no beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with the applicable procedures of DTC, in addition to those provided for under this Agreement and, if applicable, those of Euroclear Bank S.A./N.V. (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream” and together with DTC and Euroclear, the “Clearing Systems”).
View SourceView Similar (3)
Transfers, Exchanges and Replacements. At the times and in the manner specified in Section 4(b) hereof, upon presentation by the Issuer to the Fiscal Agent of the new Securities to be delivered upon transfer or exchange, or replacement Securities to be delivered in the event of mutilation, destruction, loss or theft, the Fiscal Agent shall authenticate such Securities by execution of the Certificate of Authentication thereon, and shall thereupon deliver such Securities to the Holders thereof.
View SourceView Similar (2)
Transfers, Exchanges and Replacements. The holders of the Notes shall present directly to the Fiscal Agent all requests for (1) registration of transfer of Notes; (2) exchange of the Notes for new Notes in authorized denominations; and (3) replacement of the Notes in the case of mutilation, destruction, loss or theft. The Fiscal Agent shall follow the procedures set forth in paragraphs (i) through (viii) below with respect to such requests. (i) Exchange of Interests in a
View SourceView Similar (2)

Related to Transfers, Exchanges and Replacements

  • Transfers and Exchanges The Warrant Agent shall transfer, from time to time, any outstanding Warrants upon the books to be maintained by the Warrant Agent for that purpose, upon surrender thereof for transfer properly endorsed or accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant shall be issued to the transferee and the surrendered Warrant shall be cancelled by the Warrant Agent. Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request. Warrants may be exchanged at the option of the holder thereof, when surrendered at the office of the Warrant Agent, for another Warrant, or other Warrants of different denominations of like tenor and representing in the aggregate the right to purchase a like number of shares of Common Stock.

  • Exchange and Replacement Subject to Section 7, this Warrant is exchangeable, upon the surrender hereof by the holder hereof at the office or agency of the Company referred to in Section 1, for new Warrants of like tenor and date representing in the aggregate the right to purchase the number of Shares which may be purchased hereunder, each of such new Warrants to represent the right to purchase such number of Shares as shall be designated by said holder hereof at the time of such surrender. Upon receipt by the Company at the office or agency referred to in Section 1 of evidence reasonably satisfactory to it of the loss, theft or destruction of this Warrant and of indemnity or security reasonably satisfactory to it (provided that the written indemnity of the holder hereof shall be deemed reasonably satisfactory to the Company for such purposes), the Company will deliver a new Warrant of like tenor and date in replacement of this Warrant. This Warrant shall be promptly canceled by the Company upon the surrender hereof in connection with any transfer, exchange or replacement. The Company will pay all expenses and charges payable in connection with the preparation, execution and delivery of Warrants pursuant to Section 7 and this Section 8.

  • Denominations; Transfers and Exchanges All Notes will be in registered form, without coupons, in principal amounts equal to any Authorized Denominations. Subject to the terms of the Indenture, the Holder of this Note may transfer or exchange this Note by presenting it to the Registrar and delivering any required documentation or other materials.

  • Certain Transfers and Exchanges Notwithstanding any other provision of this Indenture, transfers and exchanges of Securities and beneficial interests in a Global Security shall be made only in accordance with this Section 3.6(b).

  • General Provisions Relating to Transfers and Exchanges To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Company's order or at the Registrar's request.