Transfers and Exchanges Certain Transfer Restrictions Sample Clauses
The "Transfers and Exchanges; Certain Transfer Restrictions" clause defines the rules and limitations governing the transfer or exchange of rights, interests, or assets under an agreement. It typically outlines who is permitted to transfer their interests, under what conditions such transfers may occur, and any approvals or notifications required before a transfer is valid. For example, the clause may prohibit transfers to certain parties or require the consent of the other party before a transfer can take place. Its core function is to maintain control over who may become a party to the agreement or hold certain rights, thereby protecting the interests of the original parties and preventing unwanted or unauthorized changes in ownership or participation.
Transfers and Exchanges Certain Transfer Restrictions. (A) Provisions Applicable to All Transfers and Exchanges.
(i) Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time. The Registrar will record each such transfer or exchange of Physical Notes in the Register.
(ii) Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.
(iii) The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Section 2.11, 2.17 or 8.05 not involving any transfer.
(iv) Notwithstanding anything to the contrary in this Indenture or the Notes, a Note may not be transferred or exchanged in part unless the portion to be so transferred or exchanged is in an Authorized Denomination.
(v) The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions imposed under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other documentation or evidence as expressly required by this Indenture and to examine the same to determine substantial compliance as to form with the requirements of this Indenture.
(vi) Each Note issued upon transfer of, or in exchange for, another Note will bear each legend, if any, required by Section 2.09.
(vii) Upon satisfaction of the requirements of this Indenture to effect a transfer or exchange of any Note, the Company will cause such transfer or exchange to be effected as soon as reasonably practicable but in no event later than the second (2nd) Business Day after the date of such satisfaction.
(viii) For the avoidance of doubt, and subject to the terms of this Indenture, as used in this Section 2.10, an “exchange” of a Global Note or a Physical Note includes (x) an exchange effected for the sole purpose of remov...
Transfers and Exchanges Certain Transfer Restrictions. (A) Provisions Applicable to All Transfers and Exchanges.
Transfers and Exchanges Certain Transfer Restrictions. Provisions Applicable to All Transfers and Exchanges.
Transfers and Exchanges Certain Transfer Restrictions. 20 Section 2.11. Exchange and Cancellation of Notes to Be Converted, Redeemed or Repurchased. 24 Section 2.12. Removal of Transfer Restrictions. 25 Section 2.13. Replacement Notes. 26 Section 2.14. Registered Holders; Certain Rights with Respect to Global Notes. 26
Transfers and Exchanges Certain Transfer Restrictions. (A) Provisions Applicable to All Transfers and Exchanges. 20090164 |US-DOCS\140348310.5|| | 12:50|
(i) Generally. Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange of Physical Notes in the Register.
Transfers and Exchanges Certain Transfer Restrictions. (A) Provisions Applicable to All Transfers and Exchanges.
(i) Subject to this Section 2.10, Physical Notes and beneficial interests in Global Notes may be transferred or exchanged from time to time and the Registrar will record each such transfer or exchange in the Register.
(ii) Each Note issued upon transfer or exchange of any other Note (such other Note being referred to as the “old Note” for purposes of this Section 2.10(A)(ii)) or portion thereof in accordance with this Indenture will be the valid obligation of the Company, evidencing the same indebtedness, and entitled to the same benefits under this Indenture, as such old Note or portion thereof, as applicable.
(iii) The Company, the Trustee and the Note Agents will not impose any service charge on any Holder for any transfer, exchange or conversion of Notes, but the Company, the Trustee, the Registrar and the Conversion Agent may require payment of a sum sufficient to cover any transfer tax or similar governmental charge that may be imposed in connection with any transfer, exchange or conversion of Notes, other than exchanges pursuant to Sections 2.11, 2.17 or 8.05 not involving any transfer.
Transfers and Exchanges Certain Transfer Restrictions