Transfer Certificate. On the Drag-Along Sale Date, each of Drag-Along Shareholders and the Dragged Shareholders shall each deliver or cause to be delivered an instrument of transfer and a certificate or certificates evidencing its Shares to be included in the Drag-Along Sale, duly endorsed for transfer with signatures guaranteed, to such third party purchasers in the manner and at the address indicated in the Drag-Along Notice.
Transfer Certificate. Each Party (except for the Borrower and the Lender and any bank, financial institution, trust, fund or other entity which is seeking the relevant transfer in accordance with Clause 24 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.
Transfer Certificate. The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively. To: [Name of Agent] for itself and for and on behalf of the Borrower, the Guarantors, the Security Trustee and each Lender, as defined in the Credit Agreement referred to below. [Date]
Transfer Certificate. In connection with any transfer (or exchange or conversion as provided below) of any of the Notes, the undersigned registered owner of this Note hereby certifies with respect to US$ principal amount of the above-captioned Notes presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for exchange or conversion where the Notes or Common Stock issuable upon such exchange or conversion, as the case may be, are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: A transfer of the Surrendered Notes is made to the Company or any Subsidiaries; or The transfer of the Surrendered Notes complies with Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”); or The transfer of the Surrendered Note complies with Rule 501(a)(1), (2), (3) or (7) of Rule 501 under the Securities Act; or The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act, or The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act, and unless the box below is checked, the undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”). The transferee is an Affiliate of the Company. DATE: Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.) Exhibit D
Transfer Certificate. If any Lender wishes to transfer all or any of its rights, benefits and/or obligations under the Finance Documents, such transfer may be effected by novation through the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent on such Transfer Certificate falling on or after) the date of delivery of such Transfer Certificate to the Agent:
Transfer Certificate. If any Lender wishes to assign or transfer all or any of its rights, benefits and obligations hereunder in accordance with Section 14.3, then such assignment or transfer shall be effected by the delivery by such Lender to the Canadian Agent and the U.S. Agent and the Borrowers of a duly completed and executed Transfer Certificate whereupon, to the extent that in such Transfer Certificate the Lenders party thereto seeks to assign or transfer its rights and obligations hereunder:
Transfer Certificate. If any Lender wishes to transfer all or any of its rights and obligations under this Agreement in respect of the whole or any part of any Commitment in respect of the Revolving Facility and/or its Outstandings as contemplated in clause 28.3.1, then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate but only if it relates to its Commitment and/or its Outstandings in respect of all the Facilities in which it is participating at that time. Subject to clause 28.5, the Agent shall, on receipt of such certificate, countersign it and subject to the terms of that Transfer Certificate and on the date specified in that Transfer Certificate:
Transfer Certificate. The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively. To: HSH Nordbank AG for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee and each Lender, as defined in the Loan Agreement referred to below.
Transfer Certificate. The undersigned registered owner of this Security hereby certifies with respect to $________ principal amount of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Securities") for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a "transfer"), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below: ___________ The transfer of the Surrendered Securities complies with Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities Act"); or ___________ The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or ___________ The transfer of the Surrendered Securities complies with Rule 903 or 904 of Regulation S under the Securities Act; or ___________ The transfer of the Surrendered Securities is to an institutional accredited investor, as defined under Rule 501 of Regulation D under the Securities Act; or ___________ The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act. DATE: ___________________ ------------------- Signature(s) (If the registered owner is a corporation, partnership or fiduciary, the title of the Person signing on behalf of such registered owner must be stated.)
Transfer Certificate the US Registrar shall so long as any Registered Note is outstanding immediately, and in any event within three business days (being days when banks are open for business in the city in which the Specified Office of the US Registrar is located) of the relevant request (or such longer period as may be required to comply with any applicable fiscal or other laws or regulations), (i) upon receipt by it of Individual Note Certificates for transfer (together with any certifications required by it including, but not limited to, a transfer certificate, as set out in Schedule 7, (a Transfer Certificate)) or (ii) following the endorsement of a reduction in nominal amount of a Global Note Certificate for exchange into Individual Note Certificates, authenticate and deliver at its specified office to the transferee or (at the risk of the transferee) send to the address requested by the transferee duly dated and completed Individual Note Certificates of a like aggregate nominal amount to the Individual Note Certificates transferred and, in the case of the transfer of part only of an Individual Note Certificate, authenticate and deliver at its specified office to the transferor or (at the risk of the transferor) send to the address requested by the transferor a duly dated and completed Individual Note Certificate in respect of the balance of the Individual Note Certificates not so transferred.
