Changes of Name Sample Clauses

Changes of Name. 19.1 As soon as reasonably practicable after Closing and in any event within 90 days after the Closing Date, the Seller shall procure that the names of each of: (a) the Seller; and (b) Global Education & Technology Group Ltd (company number 233480 incorporated in the Cayman Islands) are changed to a name which does not consist of or include the phrase “Global Education & Technology”. 19.2 Subject to clause 19.3, as soon as reasonably practicable after Closing and in any event within 90 days after the Closing Date (Grace Period), the Purchaser shall procure that the Target Group Companies shall cease to use or display any trade or service name or xxxx, business name, logo or domain name that consists of or includes “Pearson”, “XXXXX”, and “YAZOO” or any trade or service name or xxxx, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them (the Tail Period IP). Prior to the expiration of the Grace Period, the Seller shall not and shall procure its Affiliates not to claim against any Target Group Company (including any of its franchise schools) for any infringement of the Tail Period IP by any Target Group Company (including any of its franchise schools). 19.3 With effect from Closing, the Purchaser shall procure that the Target Group Companies shall not use or display any trade or service name or xxxx, business name, logo or domain name that consists of or includes “Longman” or is otherwise associated with the “Longman” brand or any trade or service name or xxxx, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them. 19.4 Without limitation to clauses 19.2 and 19.3, if the Purchaser becomes aware (including by notification from a member of the Seller’s Group or its Representatives) that any Target Group Company is using or displaying any trade or service name or xxxx, business name, logo or domain name used or held by the Seller’s Group or any trade or service name or xxxx, business name, logo or domain name which, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them (a Seller Group IP), the Purchaser shall promptly, and in any event within 30 days from the date the Purchaser becomes so aware, procure that the Target Group Companies cease to use or display such Seller Group IP. 19.5 With effect from Closing, the Target Group C...
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Changes of Name. 19.1 The Buyer acknowledges that, as between the Buyer and Kxxx-XxXxx, Kxxx-XxXxx and/or its Affiliates have the absolute and exclusive proprietary right to all trade or service names or marks, business names, logos or domain names incorporating the word “Kxxx-XxXxx” or any derivation thereof and any corporate symbols or logos related thereto. The Buyer agrees that it will not, and will cause its Affiliates not to, use the word “Kxxx-XxXxx” or any symbol or logo incorporating any such word in connection with the sale of any goods or services or otherwise in the conduct of its or their businesses. 19.2 Without prejudice to the foregoing, the Buyer undertakes to Kxxx-XxXxx to procure that: (a) as soon as reasonably practicable after the Completion Date and in any event within 60 (sixty) days afterwards, the name of any Target Company which consists of or incorporates the word “Kxxx-XxXxx” is changed to a name which does not include the word “Kxxx-XxXxx” or any name which, in the reasonable opinion of Kxxx-XxXxx, is substantially or confusingly similar; (b) as soon as reasonably practicable after the Completion Date and in any event within 60 (sixty) days afterwards, the Target Companies shall cease in any manner whatsoever to use or display any trade or service name or mxxx, business name, logo or domain name used or held by any member of Kxxx-XxXxx Group or trade or service name or mxxx, business name, logo or domain name which, in the reasonable opinion of Kxxx-XxXxx, is substantially or confusingly similar to any of them.
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Changes of Name. 17.1 The Purchasers shall procure that: (a) as soon as reasonably practicable after the Closing Date and in any event within 30 Business Days afterwards, the name of any Target Company which consists of or incorporates any one or more of the words “SIRVA”, “Pickfords” or “Allied” is changed to a name which does not include any of those words or any name which, in the reasonable opinion of the Seller, is substantially or confusingly similar, unless as is otherwise agreed in writing by the Sellers and the Purchasers; and (b) as soon as reasonably practicable after the Closing Date and in any event within 40 days, in the case of the “SIRVA” xxxx, name or logo, or 120 days, in the case of the “Pickfords” xxxx, name or logo, or in accordance with the relevant ARA in the case of the “Allied” xxxx, name or logo, the Target Companies shall cease to use or display any trade or service name or xxxx, business name, logo or domain name used or held by any member of the Sellers’ Group or any xxxx, name or logo which, in the reasonable opinion of the Seller, is substantially or confusingly similar to any of them, except in accordance with the relevant ARA or as is otherwise agreed by the Sellers and the Purchasers. 17.2 The Purchasers undertake to the Sellers (for themselves and on behalf of the members of the Sellers’ Group) to indemnify the Sellers and the members of the Sellers’ Group and hold them harmless, on an after tax basis, against any Liabilities arising from third party claims in connection with the continued presence of the words “SIRVA”, “Pickfords” or “Allied” in the name of any Target Company after Closing or the continued use or display of any such xxxx, name or logo after Closing (other than in accordance with the ARAs, in the case of the “Allied” xxxx, name or logo). 17.3 On or as soon as possible after Closing, the Purchasers and the Sellers shall send out a joint notice in the Agreed Form to an agreed list of the suppliers, customers and clients of the Target Companies advising them of the transfer of the Target Companies and the Business.
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Changes of Name. 15.1 The Purchaser shall procure that: (a) as soon as reasonably practicable after the Closing Date and in any event within 30 days afterwards, the name of any Target Company which consists of or incorporates any of the words “Rxxx”, “Rxxx Elsevier”, “Elsevier” or “Butterworth” is changed to a name which does not include such word or words, or any name which, in the reasonable opinion of the Seller, is substantially or confusingly similar; (b) as soon as reasonably practicable after the Closing Date and in any event within 6 months afterwards, the Target Companies and the Businesses shall cease to use or display any trade or service name or mxxx, business name, logo or domain name used or held by any member of the Seller Group or any mxxx, name or logo which, in the reasonable opinion of the Seller, is substantially or confusingly similar to any of them. 15.2 For a period of 12 months from Closing, the restrictions in clause 15.1 shall not apply to the use, display, or disposal of any stock, inventory, stationery, sales or marketing documentation or any other media, in each case, which was produced prior to the Closing Date. The restrictions in clause 15.1 shall not apply to any incidental, de minimis, use of any of the words “Rxxx”, “Rxxx Elsevier”, “Elsevier” or “Butterworth” resulting from any Target Company having being an Affiliate of the Seller prior to Closing including, without limitation, such usage in copyright notices, title pages and similar incidental uses in publications produced prior to the Closing Date. 15.3 On or as soon as possible after Closing, the Purchaser and the Seller shall send out a joint notice in the Agreed Form to an agreed list of the suppliers, customers and clients of the Target Business advising them of the transfer of the Target Business. 15.4 Save as expressly provided for in the Transaction Documents, the Seller undertakes that it shall not, and shall procure that no member of the Seller Group: (a) contain in their company name, trade or business name, use or display for any purposes, any name, mxxx, logo or domain name forming part of the Target Company IP or Owned IP or anything which in the reasonable opinion of the Purchaser is substantially or confusingly similar to any name, mxxx, logo or domain name forming part of the Target Company IP or Owned IP; or (b) apply for registration or grant of any trade mxxx, logo or domain name or other Intellectual Property Rights containing any name, mxxx, logo or domain name fo...
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Changes of Name. 16.1 The Purchaser shall procure that: (a) as soon as reasonably practicable after Closing and in any event within 30 calendar days after the Closing Date, the name of the Company is changed to a name that does not include the word “Anadarko” or “Occidental” or any name that, in the reasonable opinion of the Seller, is substantially the same as, or confusingly similar to, the name of any member of the Seller Group; and (b) as soon as reasonably practicable after Closing and in any event, within three months after the Closing Date: (i) the Company shall cease to use or display any trade or service name or mxxx, business name, logo, or domain name used or held by any member of the Seller Group or any mxxx, name or logo that, in the reasonable opinion of the Seller, is substantially the same or confusingly similar to any of them; and (ii) the Company shall not hold itself out as being part of, or otherwise connected or associated with, the Seller Group. 16.2 Within seven calendar days of the change of name of the Company pursuant to Clause 16.1 becoming effective, the Purchaser shall communicate the new name of the Company to: (a) the Seller; (b) any banks with which the Company maintains accounts; and (c) the Minister of Energy, the GNPC and any other Government Entity that the Company is required to notify pursuant to applicable laws or regulations. 16.3 Until the change of name of the Company pursuant to Clause 16.1 is effective, the Company shall be permitted to continue to use the name “Anadarko WCTP Company” to the extent that it is required to do so by applicable law or regulation or otherwise has received the prior written consent of the Seller, and provided that the Purchaser shall, and shall ensure that the Company shall, only use such name in: (a) a manner that complies with all applicable laws and regulations; (b) an unstylised form; and (c) accordance with any reasonable instructions that the Seller might provide.
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Changes of Name. Where an applicant who files an application in Canada or who complies with the requirements of subsection 58(1) and, where applicable, subsection 58(2) is not the inventor, the following must be registered in the Patent Office:
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Changes of Name. 2.1 It is confirmed and acknowledged that: 2.1.1 by a re-registration effective from 17 December 2002, Nycomed Danmark A/S was re-registered as Nycomed Danmark ApS; 2.1.2 by a certificate of incorporation issued upon change of name dated 23 December 2003, KSB effected a change of name to Xenova Biomedix Limited; and 2.1.3 notwithstanding such changes of name and re-registration, the Licence Agreement continues in full force and effect between the parties thereto.
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Changes of Name. The Purchaser shall procure that: (a) as soon as reasonably practicable after the date of the Closing and in any event within 40 Business Days afterwards, the name of any Company which consists of or incorporates the word "Cambrex" and/or "Profarmaco" in relation to the Cambrex Cork group companies and Landen is changed to a name which does not include that word or xxx xame which, in the reasonable opinion of the Seller, is substantially or confusingly similar; and (b) as soon as reasonably practicable after the date of the Closing and in any event within 40 Business Days afterwards, the Companies shall cease to use or display any trade or service name or mark, business name, logo or domain name used or held by any mexxxx of the Seller Group or any mark, name or logo which, in the reasonable opinion of the Sellxx, is substantially or confusingly similar to any of them provided following the expiry of the 40 Business Day period the Companies may continue to use any such mark, name or label on then existing product inventory if they xxxx state on such product inventory the new name of the Company selling such inventory.
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Changes of Name. 10.1 The Purchaser shall procure that: (a) as soon as reasonably practicable after the Closing Date and in any event within ninety (90) days afterwards, the name of any Group Company which consists of or incorporates the word “AES” is changed to a name which does not include that word or any word which, in the reasonable opinion of the Seller, is substantially or confusingly similar; (b) as soon as reasonably practicable after the Closing Date and in any event within ninety (90) days afterwards, the Group Companies shall cease to use or display any trade or service name or mxxx, business name, logo or domain name used or held by any member of the Seller Group or any mxxx, name or logo which, in the reasonable opinion of the Seller, is substantially or confusingly similar to any of them. 10.2 The Seller shall, at the cost of the Purchaser, provide the Purchaser with such necessary information, documents or assistance as is reasonably required and requested for the purposes of this clause 10.
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Related to Changes of Name

  • Changes, etc This instrument and the provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.

  • Absence of Changes or Events Since December 31, 1996: (a) there has not been any direct or indirect redemption, purchase or other acquisition of any shares of capital stock of the Company, or any declaration, setting aside or payment of any dividend or other distribution by the Company in respect of its capital stock, other than the payment made by the Company with respect to 500,000 shares of Common Stock put to the Company by Valcheck Company on June 30, 1997; (b) except in the ordinary course of business and consistent with past practice, the Company has not incurred any indebtedness for borrowed money, or assumed, guaranteed, endorsed or otherwise as an accommodation become responsible for the obligations of any other individual, firm or corporation, made any loans or advances to any other individual, firm or corporation or entered into any commitment or transaction material to the Company taken as a whole; (c) there has not been any material change in the accounting methods, principles or practices of the Company; (d) there has not been any damage, destruction or loss, whether or not covered by insurance, except for such as would not, individually or in the aggregate, have a Material Adverse Effect; (e) there has been no change in the business, operations, assets or financial condition of the Company that has had or will have a Material Adverse Effect; (f) there has not been any revaluation by the Company of any of its material assets, including but not limited to writing down the value of inventory or writing off notes or accounts receivable, in any case, other than in the ordinary course of business and in connection with the revaluation of certain fixed assets as set forth in the Disclosure Statement; (g) there has not been any increase in or establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan or agreement or arrangement, or any other increase in the compensation payable or to become payable to any present or former directors, officers or key employees of the Company, except for increases in base compensation in the ordinary course of business consistent with past practice, or any employment, consulting or severance agreement or arrangement entered into with any such present or former directors, officers or key employees; or (h) there has not been any agreement by the Company to (i) do any of the things described in the preceding clauses (a) through (g) other than as expressly contemplated or provided for in this Agreement or (ii) take, whether in writing or otherwise, any action which, if taken prior to the date of this Agreement, would have made any representation or warranty in this Article III untrue or incorrect.

  • Changes of Commitments (a) The Aggregate Commitments shall at all times be equal to the lesser of (i) the Aggregate Maximum Credit Amounts after adjustments resulting from reductions pursuant to Section 2.03(b) or increases pursuant to Section 2.03(d), and (ii) the Borrowing Base as determined from time to time. (b) The Company shall have the right to terminate or to reduce the amount of the Aggregate Maximum Credit Amounts at any time or from time to time upon not less than three (3) Business Days' prior notice to the Agent (which shall promptly notify the Banks) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction (which shall not be less than $10,000,000, or any whole multiple of $5,000,000 in excess thereof) and shall be irrevocable and effective only upon receipt by the Agent. The Aggregate Maximum Credit Amounts once terminated or reduced may not be reinstated. (c) [reserved] (d) The Company shall have the right, without the consent of the Banks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the Aggregate Maximum Credit Amounts under this Agreement by adding to this Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.03(d), constitute Banks hereunder), or by allowing one or more Banks to increase their Maximum Credit Amount hereunder, so that such added and increased Maximum Credit Amount(s) shall equal the increase in Aggregate Maximum Credit Amounts effectuated pursuant to this Section 2.03(d); provided that: (i) no increase in the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) shall result in the Aggregate Maximum Credit Amounts exceeding $500,000,000, (ii) no Bank's Maximum Credit Amount shall be increased without the consent of such Bank, (iii) the Company shall prepay all of the Loans on the date of such increase and the Company may (subject to Sections 2.01, 2.02 and 6.02 and the other provisions hereof) reborrow on such date from the Banks based on the new Percentage Shares and shall make any payments required pursuant to Section 5.05 as a result of such prepayment, and (iv) the Company shall not have the right to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d) if any Default shall have occurred and be continuing at the time of such increase. The Company shall give the Agent three (3) Business Days' prior written notice of its intent to increase the Aggregate Maximum Credit Amounts pursuant to this Section 2.03(d). Such notice shall specify each new commercial bank or other financial institution, if any, the changes in amounts of Aggregate Maximum Credit Amounts that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Maximum Credit Amount, shall execute and deliver to the Agent an Acceptance Agreement substantially in the form of Exhibit F pursuant to which it becomes a party hereto or increases its Maximum Credit Amount, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the Applicable Lending Office of such new commercial bank or other financial institution. In addition, the Agent shall prepare and deliver to the Company and each Bank a new Annex I reflecting the new Percentage Share of each Bank and its Maximum Credit Amount. Finally, the Company shall execute and deliver a Note, in substantially the form of Exhibit A, in the principal amount of the Maximum Credit Amount of each new commercial bank or other financial institution, or a replacement Note in the principal amount of the increased Maximum Credit Amount of each Bank agreeing to increase its Maximum Credit Amount, as the case may be. The Company shall also deliver other documents of the nature referred to in Section 6.01(a) to the Agent in such form and substance as may be reasonably required by it. Upon execution and delivery of the appropriate documentation and the delivery to it of its Note, such new commercial bank or other financial institution shall constitute a "Bank" hereunder with a Maximum Credit Amount as specified in the new Annex I delivered pursuant to this Section 2.03(d), or such Bank's Maximum Credit Amount shall increase as specified therein, as the case may be.

  • Absence of Certain Changes or Events Since the date of the most recent IMGL balance sheet included in the IMGL SEC Reports: (a) there has not been: (i) any material adverse change in the business, operations, properties, assets or condition of IMGL or (ii) any damage, destruction or loss to IMGL (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of IMGL; (b) IMGL has not: (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of IMGL; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees; (c) IMGL has not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent); (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent IMGL balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of IMGL; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and (d) to its knowledge, IMGL has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Group.

  • Exchanges of Securities Upon receipt of Proper Instructions, the Custodian shall exchange securities held by it for the account of a Portfolio for other securities in connection with any reorganization, recapitalization, split-up of shares, change of par value, conversion or other event relating to the securities or the issuer of such securities, and shall deposit any such securities in accordance with the terms of any reorganization or protective plan. The Custodian shall, without receiving Proper Instructions: surrender securities in temporary form for definitive securities; surrender securities for transfer into the name of the Custodian, a Portfolio or a nominee of either of them, as permitted by Section 2.02(b); and surrender securities for a different number of certificates or instruments representing the same number of shares or same principal amount of indebtedness, provided that the securities to be issued will be delivered to the Custodian or a nominee of the Custodian.

  • SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

  • Changes by us 2.1 We may vary any details of this agreement or a direct debit request at any time by giving you at least fourteen (14) days’ written notice.

  • Absence of Certain Changes and Events Except as set forth on Schedule 3.14, since the date of the Interim Financial Statements, and, to the extent not fully reflected in the Interim Financial Statements, since the date of the Year End Financial Statements, the Company has conducted its business only in the ordinary course of business consistent with past practices, and there has not been any: (a) change in the Company’s authorized or issued capital stock or the ownership thereof; grant of any stock option or right to purchase shares of capital stock of the Company; issuance of any security convertible into such capital stock; grant of any registration rights; purchase, redemption, retirement, or other acquisition by the Company of any shares of any such capital stock; (b) amendment to the Organizational Documents of the Company; (c) acquisition of any stock or business of, or merger or consolidation with, another Person, or any action with respect to liquidating, dissolving, recapitalizing, reorganizing or otherwise winding up the Company’s business; (d) payment or increase by the Company of any bonuses, salaries, or other compensation to any stockholder, director, officer, or employee (except, with respect to non-executive employees, in the ordinary course of business consistent with past practice) or entry into any new, or material amendment of any existing, employment, consulting, independent contractor, severance, change of control or similar Contract; (e) adoption of any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement, or other employee benefit plan; (f) damage to or destruction or loss of any asset or property of the Company, whether or not covered by insurance, which has had, or would reasonably be expected to have, a Material Adverse Effect on the Company; (g) sale (other than sales of Inventory in the ordinary course of business), lease, license, distribution or other disposition of any material asset(s) or property of the Company, or any waiver, release, transfer or assignment of any right of material value, or any mortgage, pledge, or imposition of any lien or other Encumbrance on any material asset(s) or property of the Company except as noted on Schedule 3.6 or except as explicitly permitted under Section 6.2 or required under any other provision of this Agreement; (h) entry into any Contract or other agreement providing for payments by the Company in an aggregate amount exceeding $25,000 that is not terminable by the Company, without penalty, upon sixty (60) days notice, with the exception of agreements for the purchase of fuel entered into by the Company in the ordinary course of its business and consistent with past practice; (i) any capital expenditure in excess of $25,000; (j) change in any annual accounting period or accounting methods used by the Company; (k) any modification, termination or amendment to a Material Contract or waiver of any right or claim thereunder; (l) loss of use of any Company Intellectual Property Assets; (m) change in methods, practices, principles or timing regarding the purchase of inventory or the payment or accrual of operating expenses, including accounts payable; or (n) entry into any Contract, whether oral or written, by the Company to do any of the foregoing.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: (A) both: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or (B) both: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

  • Obligations with Respect to Transfers and Exchanges of Notes (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.8, 3.6, 4.9 and 9.5 of this Indenture). (iii) The Registrar or co-registrar shall not be required to register the transfer of or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or (b) any Note for a period beginning 15 Business Days before the mailing of a notice of an offer to repurchase or redeem Notes or 15 Business Days before an interest payment date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or interest payment date, as the case may be. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the contrary. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

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