Common use of Exchange and Registration of Transfer of Notes; Restrictions on Transfer Clause in Contracts

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 4 contracts

Samples: Indenture (Jarden Corp), Jarden Corp, Jarden Corp

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Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Trustee shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Notes and of transfers and exchanges of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registraroffice or agency maintained by the Issuer pursuant to Section 4.02, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office or any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, Issuer and the Notes shall be Note Registrar, duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment transfer or other governmental charge similar tax that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 3 contracts

Samples: Indenture (Medical Properties Trust Inc), Indenture (Medical Properties Trust Inc), Duke Realty Limited Partnership/

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note registrar,” and does hereby accept such appointment, for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase redemption or conversion shall (if so required by the Company Issuer or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company Issuer nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note or portions thereof Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes surrendered for conversion pursuant to Article 10 14 or (bc) any Note or portions thereof Notes tendered for repurchase redemption (and not withdrawn) pursuant to Article 3Section 3.02.

Appears in 3 contracts

Samples: Tower Semiconductor LTD, Tower Semiconductor LTD, Tower Semiconductor LTD

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of 15 days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01 (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 15, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 3 contracts

Samples: Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Alliant Techsystems Inc), Registration Rights Agreement (Alliant Techsystems Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 15, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 3 contracts

Samples: Indenture (On Semiconductor Corp), Indenture (Headwaters Inc), Indenture (On Semiconductor Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany or the Note registrar, as the case may be, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 14, (d) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section 3.05 or (be) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.06.

Appears in 2 contracts

Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at a register (the Corporate Trust Office the Register “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Company is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars. Upon surrender for registration of transfer of any Notes to the Note Registrar or any co-registrarNote Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.06, the Company shall execute, and the Trustee shall authenticate execute and deliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office these Conditions or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchangeapplicable law. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company Company, the Note Registrar or the any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyNote Registrar and duly executed, and the Notes shall be duly executed by the Holder thereof or his attorney its attorney-in-fact duly authorized in writing. No service charge shall be made to imposed by the Company, the Note Registrar, any Holder co-Note Registrar or the ADS Depositary for any exchange or registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the a Holder of to pay a sum sufficient to cover any taxdocumentary, assessment stamp or other governmental charge that may be imposed similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company, the Note Registrar or any co-Note Registrar shall be required to exchange for other Notes or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article XIII (Repurchase of Notes at Option of Holders), (iii) any Notes, or a portion of any Notes, surrendered for repurchase (and not withdrawn) in accordance with Article XVI (Covered Dispositions) or Section 2.05 (Registration and Voluntary Repurchase of the Notes) or (iv) any Notes selected for redemption in accordance with Article XIV (Tax Redemption), except the unredeemed portion of any such Note being redeemed in part. All Notes issued upon any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Notes in accordance with these Conditions shall be required the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under these Conditions as the Notes surrendered upon such registration of transfer or exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 2 contracts

Samples: Subscription Agreement (Oatly Group AB), Subscription Agreement (Oatly Group AB)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a1) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes Note to the Registrar or any co-registrarNote Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.07, the Company shall execute, and the Trustee shall or an Authentication Agent shall, upon receipt of a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.022.05. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall or an Authentication Agent shall, upon receipt of a Company Order, authenticate and deliver, the Notes that the Holder holder making the exchange is entitled to receive receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange, repurchase, redemption or conversion shall (if so required by the Company, the Trustee or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed by the holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be charged to the Noteholder for any exchange or registration of transfer of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith as a result of the name of the holder of the new Notes issued upon such exchange or registration of transfer of Notes being different from the name of the holder of the old Notes presented or surrendered for such exchange or registration of transfer. None of the Company, the Trustee or the Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes for which notice of redemption has been given in accordance with Article 14 hereof; (iii) a Note other than in amounts of $200,000 or integral multiple thereof, or (iv) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 13 hereof. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 2 contracts

Samples: Qiagen Nv, Qiagen Nv

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant in part, except the unredeemed portion of any Note being redeemed in part. The following provisions shall apply only to Article 3.Global Notes:

Appears in 2 contracts

Samples: Indenture (BioMed Realty Trust Inc), Indenture (BioMed Realty Trust Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In connection with the Company nor redemption of the Notes in part, neither the Trustee nor any Note Registrar shall be required to exchange, issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered for conversion pursuant Notes during a period beginning at the opening of business fifteen (15) days before any selection of Notes to Article 10 be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, or (b) any Note Notes or portions thereof tendered called for repurchase (and not withdrawn) redemption pursuant to Article 3Section 3.02, except the unredeemed portion of any Note redeemed in part.

Appears in 2 contracts

Samples: Indenture (KKR Financial Holdings LLC), Ventas Inc

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the Close of Business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 2 contracts

Samples: Indenture (Kilroy Realty Corp), Indenture (Kilroy Realty Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount Principal Amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amountPrincipal Amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen days next preceding the mailing of a notice of redemption of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01 (c) any Notes or portions thereof surrendered for conversion exchange pursuant to Article 10 or 14, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.04 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.05.

Appears in 2 contracts

Samples: Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company Issuer or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company Issuer or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company Issuer nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion exchange pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 2 contracts

Samples: Indenture (Nabors Industries LTD), Indenture (Nabors Industries LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany or the Note registrar, as the case may be, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 14 or (b) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.01.

Appears in 2 contracts

Samples: Indenture (Nii Holdings Inc), Indenture (Nii Holdings Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.07, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02Company. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion exchange pursuant to Article XI shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge required by law or permitted by this Indenture that may be imposed in connection with any registration of transfer or exchange of NotesNotes in the event a Holder requests any shares to be issued in a name other than such Holder’s name. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer or exchange of (a) any Note or portions thereof surrendered for conversion exchange pursuant to Article 10 XI or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3III.

Appears in 2 contracts

Samples: Indenture (Owens Illinois Inc /De/), Indenture (Owens-Illinois Group Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase redemption, or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 16 or (b) any Note Notes or portions thereof tendered for repurchase redemption (and not withdrawn) pursuant to Article 3Section 3.05.

Appears in 1 contract

Samples: Indenture (Atherogenics Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of 15 days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01 (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 15, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Registration Rights Agreement (Walter Industries Inc /New/)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrarNote Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company shall execute, and the Trustee shall shall, upon receipt of and in accordance with a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate upon receipt of a Company Order, and deliver, the Notes that the Holder making the exchange is entitled to receive receive, bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company Company, the Trustee, the Note Registrar or the any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the CompanyCompany and duly executed, and the Notes shall be duly executed by the Holder thereof or his attorney its attorney-in-fact duly authorized in writing. No service charge shall be made imposed to a Holder by the Company, the Trustee, the Note Registrar, any Holder co-Note Registrar or the Paying Agent for any exchange or registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the a Holder of to pay a sum sufficient to cover any taxdocumentary, assessment stamp or other governmental charge that may be imposed similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15 or (iii) any Notes selected for Optional Redemption or Tax Redemption in accordance with Article 16. All Notes issued upon any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Notes in accordance with this Indenture shall be required the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Rockley Photonics Holdings LTD

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 15, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Amdocs LTD

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 16, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Advanced Medical Optics (Advanced Medical Optics Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at a register (the Corporate Trust Office the Register “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Company is appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrarNote Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company shall execute, and the Trustee shall authenticate execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such “PIK” designations or restrictive legends as may be required by this IndentureAgreement. All Notes may be exchanged presented or surrendered for other Notes registration of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office transfer or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, redemption, repurchase or conversion shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall execute, and be imposed on the Trustee shall authenticate and deliverHolder by the Company, the Notes that Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder making of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company or the Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is entitled to receive bearing registration numbers surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not contemporaneously outstandingvalidly withdrawn) in accordance with Article 15 or (iii) any Notes selected for redemption in accordance with Article 13, except the unredeemed portion thereof. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Agreement shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Agreement as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Supplemental Agreement (Northern Star Investment Corp. II)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (ai) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ‎Section 2.08, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section ‎Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany and to the Trustee or Registrar, and the Notes shall be duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article ‎Article 10 or (b) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article ‎Article 3.

Appears in 1 contract

Samples: Indenture (CME Media Enterprises B.V.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at a register (the Corporate Trust Office the Register “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Company is appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrarco- Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company shall execute, and the Trustee shall authenticate execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such “PIK” designations or restrictive legends as may be required by this IndentureAgreement. All Notes may be exchanged presented or surrendered for other Notes registration of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office transfer or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, redemption, repurchase or conversion shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall execute, and be imposed on the Trustee shall authenticate and deliverHolder by the Company, the Notes that Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder making of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company or the Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is entitled to receive bearing registration numbers surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not contemporaneously outstandingvalidly withdrawn) in accordance with Article 15 or (iii) any Notes selected for redemption in accordance with Article 13, except the unredeemed portion thereof. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Agreement shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Agreement as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) [Intentionally omitted] (c) Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c) (together with any Note Common Stock issued upon conversion of the Notes that is required to bear the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.05(c) (including those contained in the legend set forth below), unless such restrictions on transfer shall be eliminated or portions thereof tendered for repurchase (otherwise waived by written consent of the Company; and not withdrawn) pursuant to Article 3.the

Appears in 1 contract

Samples: Note Issuance Agreement (Appgate, Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount Principal Amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amountPrincipal Amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen days next preceding the mailing of a notice of redemption of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01 (c) any Notes or portions thereof surrendered for conversion exchange pursuant to Article 10 or 14, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.04 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.05.

Appears in 1 contract

Samples: Indenture (CSK Auto Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen calendar days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 15, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Indenture (Advanced Medical Optics Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase redemption, or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 16 or (b) any Note Notes or portions thereof tendered for repurchase redemption (and not withdrawn) pursuant to Article 3Section 3.05.

Appears in 1 contract

Samples: Indenture (Celgene Corp /De/)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.07, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02Company. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion exchange pursuant to Article XI shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge required by law or permitted by this Indenture that may be imposed in connection with any registration of transfer or exchange of NotesNotes in the event a Holder requests any shares to be issued in a name other than such Holder’s name. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer or exchange of (a) any Note or portions thereof surrendered for conversion exchange pursuant to Article 10 XI or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3III.

Appears in 1 contract

Samples: Indenture (Owens-Illinois Group Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.07, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02Company. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion exchange pursuant to Article 11 shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion exchange pursuant to Article 10 11 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) or called for redemption pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (TRW Automotive Holdings Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase redemption, or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 16 or (b) any Note Notes or portions thereof tendered for repurchase redemption (and not withdrawn) pursuant to Article 3Section 3.05.

Appears in 1 contract

Samples: Atherogenics Inc

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Trustee shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any office or agency of the Issuer designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Notes and of transfers and exchanges of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registraroffice or agency maintained by the Issuer pursuant to Section 5.02, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office or any such office or agency maintained by the Company Issuer pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, Issuer and the Notes shall be Note Registrar, duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment transfer or other governmental charge similar tax that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (Invesco Mortgage Capital Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount Principal Amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amountPrincipal Amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen days next preceding the mailing of a notice of redemption of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01 (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 15, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Indenture (Ryerson Tull Inc /De/)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept initially at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Register shall be Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in written form or in any form capable of being converted into written form within a reasonably prompt period of timeaccordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged transferred for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged transferred at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchangetransfer, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange transfer is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchangetransfer. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (Innovative Industrial Properties Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 14, (d) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section 3.05 or (be) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.06.

Appears in 1 contract

Samples: Indenture (Airtran Airways Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Bank of New York Mellon, Singapore Branch is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrarNote Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and not bearing such the restrictive legends as may be required by this IndentureSection 2.05(b)). The Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder Holders making the exchange is entitled to receive receive, bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company Company, the Trustee, the Note Registrar or the any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany and duly executed, and the Notes shall be duly executed by the Holder Holders thereof or his attorney their attorney-in-fact duly authorized in writing. No service charge shall be made to imposed by the Company, the Transfer Agent, the Note Registrar, any Holder co-Note Registrar or the Paying Agent for any exchange or registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the a Holder of to pay a sum sufficient to cover any taxdocumentary, assessment stamp or other governmental charge that may be imposed similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15. All Notes issued upon any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Notes in accordance with this Indenture shall be required the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (MakeMyTrip LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at its executive offices a register (the Corporate Trust Office the Register "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes Note to the Registrar or any co-registrar, Company and satisfaction of the requirements for such transfer set forth in this Section 2.082.4 and in the Agreement, the Company shall execute, and the Trustee shall authenticate execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenturethe Agreement. Subject to the requirements of the immediately succeeding paragraph, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, amount upon surrender of the Notes to be exchanged at any such office or agency maintained by to the Company pursuant to Section 4.02Company. Whenever any Notes are so surrendered for exchange, the Company shall execute, execute and the Trustee shall authenticate and deliver, deliver the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. Each initial Holder of the Notes shall be issued a Note with a principal amount equal to such Holder's initial aggregate investment in the Notes and may not exchange such Note for other Notes of any authorized denominations and of a like aggregate principal amount unless it has a valid business reason therefor, provided that nothing herein shall be deemed to restrict an initial Holder from exchanging Notes for other Notes of authorized denominations and of a like aggregate principal amount in connection with any sale, disposition or other transfer of the Notes or any conversion of the Notes in accordance with Article VII hereof. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarCompany) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Subordination Agreement (Value Partners LTD /Tx/)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Trustee shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any office or agency of the Issuer designated pursuant to Section 6.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Notes and of transfers and exchanges of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registraroffice or agency maintained by the Issuer pursuant to Section 6.02, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office or any such office or agency maintained by the Company Issuer pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, Issuer and the Notes shall be Note Registrar, duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment transfer or other governmental charge similar tax that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Samples: Indenture (Sl Green Realty Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.14 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.14. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.024.14. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption or repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany or the Note registrar, as the case may be, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note or portions thereof surrendered Notes for conversion pursuant a period of fifteen (15) days next preceding any selection of Notes to Article 10 be redeemed, or (b) any Note Notes or portions thereof tendered called for repurchase (and not withdrawn) redemption pursuant to Article 3Section 3.02.

Appears in 1 contract

Samples: Indenture (Agco Corp /De)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the "Note register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 14, (bd) any Note Notes or portions thereof tendered for repurchase redemption (and not withdrawn) pursuant to Article 3.to

Appears in 1 contract

Samples: Indenture (Triarc Companies Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration ofof or transfer of Notes, transfer or exchange of Notes for other Notes, but the Company Issuer or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of or transfer of Notes, or exchange of Notes for other Notes. In the event of any redemption in part, the Issuer shall not be required to: (i) issue or register the transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Samples: Indenture (Pennsylvania Real Estate Investment Trust)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, exchange or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (Gramercy Property Trust Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.2 being herein sometimes collectively referred to as the "Note register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Trustee is hereby appointed "Note registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.2. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.5, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company or designated pursuant to Section 4.025.2 for such purpose. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive receive, bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion exchange shall (if so required by the Company Company, the Trustee, the Note registrar or the Registrarany co-registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany and duly executed, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney attorney-in-fact duly authorized in writing. Prior and as a condition to any sale or transfer of a Note or the Common Stock issued upon conversion thereof that bears the restrictive legend set forth in Section 2.5(b) or Section 2.5(c), respectively (other than pursuant to a registration statement that has been declared effective under the Securities Act), such transferee shall, unless the Company otherwise agrees in writing and so notifies the Trustee, furnish to the Company and the Trustee a signed letter containing representations and agreements relating to restrictions on transfer substantially in the form set forth in Exhibit B to this Indenture and an opinion of counsel if the Company so requests (other than with respect to a transfer pursuant to an effective registration statement under the Securities Act) and such certificates and other information as the Company and/or the Trustee reasonably may require to confirm that any such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. If such sale or transfer of a Note or the Common Stock issued upon conversion thereof that bears the restrictive legend set forth in Section 2.5(b) or Section 2.5(c), respectively, is made pursuant to a registration statement that has been declared effective under the Securities Act, such transferor shall deliver a broker's letter or other evidence satisfactory to the Trustee and the Company as to compliance with the prospectus delivery requirements under the Securities Act. No service charge shall be made charged to any Holder the Noteholder for any exchange or registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment assessments or other governmental charge charges that may be imposed in connection with therewith. None of the Company, the Trustee, the Note registrar or any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar co-registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note or portions thereof surrendered Notes for conversion pursuant to Article 10 a period of fifteen (15) days next preceding the mailing of the notice of redemption or (b) any Notes called for redemption or, if a portion of any Note is selected or portions called for redemption, such portion thereof tendered selected or called for redemption or (c) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (d) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) pursuant to Article 3in connection with a Repurchase Event.

Appears in 1 contract

Samples: Indenture (General Electric Co)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase exchange or conversion or repurchase shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (GLG Partners, Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 14, or (bd) any Note Notes or portions thereof tendered for repurchase redemption (and not withdrawn) pursuant to Article 3Section 3.05.

Appears in 1 contract

Samples: Standard Management Corp

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Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.15,

Appears in 1 contract

Samples: Indenture (Headwaters Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office of the Trustee or any such other office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of 15 days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 14, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Registration Rights Agreement (Quicksilver Resources Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in written form or in any form capable of being converted into written form within a reasonably prompt period of timeaccordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 14, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Headwaters Incorporated (Headwaters Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.05 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.05. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.024.05. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder holder thereof or his such holder’s attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Macerich Co

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of 15 days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 15, (bd) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Indenture (Dress Barn Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, exchange or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer and the Note Registrar, and the Notes shall be duly executed endorsed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (Empire State Realty OP, L.P.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyCompany and each Subsidiary Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Rights Agreement (Gaylord Entertainment Co /De)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstandingOutstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or and the Trustee Registrar may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither None of the Company nor Company, the Trustee nor or any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note or portions thereof surrendered Notes for conversion a period of fifteen (15) days preceding any mailing of a notice of redemption pursuant to Article 10 or Section 3.02, (b) any Note Notes or portions thereof called for redemption pursuant to Section 3.01, (c) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.05, (d) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06, or (e) any Notes or portions thereof surrendered for conversion pursuant to Article 317, except with respect to clauses (b), (c), (d) and (e), in the case of a partial redemption, repurchase or conversion, that portion of the Notes not being redeemed, repurchased or converted.

Appears in 1 contract

Samples: Conexant Systems Inc

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at a register (the Corporate Trust Office the Register “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Company is appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrarco- Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company shall execute, and the Trustee shall authenticate execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such “PIK” designations or restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchangeAgreement. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarCompany) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany and duly executed, and the Notes shall be duly executed by the Holder thereof or his attorney its attorney-in-fact duly authorized in writing. No service charge shall be made to any imposed on the Holder by the Company, the Note Registrar or the Paying Agent for any exchange or registration of, of transfer or exchange of Notes, but the Company or the Trustee may require payment by the a Holder of to pay a sum sufficient to cover any taxdocumentary, assessment stamp or other governmental charge that may be imposed similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company or the Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not validly withdrawn) in accordance with Article 15 or (iii) any Notes selected for redemption in accordance with Article 13, except the unredeemed portion thereof. All Notes issued upon any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Notes in accordance with this Agreement shall be required to exchangethe valid obligations of the Company, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.evidencing the same debt, and

Appears in 1 contract

Samples: Supplemental Agreement (Appgate, Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office or in any other office or agency of the Company designated pursuant to Section 4.02, the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrarNote Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company shall execute, and the Trustee shall shall, upon receipt of and in accordance with a Company Order, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate upon receipt of a Company Order, and deliver, the Notes that the Holder making the exchange is entitled to receive receive, bearing registration numbers not contemporaneously outstanding. All Notes presented or surrendered for registration of transfer or for exchange or repurchase shall (if so required by the Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form reasonably satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall be imposed to a Holder by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company, the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange or register a transfer of any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article 15. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Indenture shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Supplemental Indenture (Rockley Photonics Holdings LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany or the Note registrar, as the case may be, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 14, (d) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section 3.05 or (be) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.06.

Appears in 1 contract

Samples: Indenture (Agco Corp /De)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Trustee shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any office or agency of the Issuer designated pursuant to Section 5.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Notes and of transfers and exchanges of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 5.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registraroffice or agency maintained by the Issuer pursuant to Section 5.02, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office or any such office or agency maintained by the Company Issuer pursuant to Section 4.025.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, Issuer and the Notes shall be Note Registrar, duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment transfer or other governmental charge similar tax that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Samples: Indenture (SL Green Operating Partnership, L.P.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (Central European Media Enterprises LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In connection with the Company redemption of the Notes in part, neither the Issuer nor the Trustee nor any Note Registrar shall be required to exchange, issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered Notes for conversion pursuant a period of fifteen (15) calendar days next preceding any selection of Notes to Article 10 be redeemed and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of Notes to be so redeemed, or (b) any Note Notes or portions thereof tendered called for repurchase (and not withdrawn) redemption pursuant to Article 3Section 3.02, except the unredeemed portion of any Note redeemed in part.

Appears in 1 contract

Samples: United Dominion (United Dominion Realty Trust Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 14 or (b) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.01.

Appears in 1 contract

Samples: Indenture (Alliant Techsystems Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In connection with the Company nor redemption of the Notes in part, neither the Trustee nor any Note Registrar shall be required to exchange, issue or register a the transfer or exchange of (ai) any Note Notes during a period beginning at the opening of business fifteen (15) days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing of the relevant notice of redemption, or (ii) any Notes or portions thereof surrendered called for conversion redemption pursuant to Article 10 or (b) Section 3.02, except the unredeemed portion of any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3redeemed in part.

Appears in 1 contract

Samples: Indenture (RAIT Financial Trust)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Trustee shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Trustee shall provide for the registration of Notes and of transfers and exchanges of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, at the Corporate Trust Office and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at the Corporate Trust Office or any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and upon receipt thereof the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, Issuer and the Notes shall be Note Registrar, duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment transfer or other governmental charge similar tax that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Samples: Indenture (Strategic Hotels & Resorts, Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany and to the Trustee or Registrar, and the Notes shall be duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (CME Media Enterprises B.V.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase exchange or conversion redemption shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes which shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, of transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the Close of Business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Samples: Indenture (Kilroy Realty Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 6.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 6.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.026.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase redemption or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither None of the Company nor Company, the Trustee nor or any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article 10 16 or (b) any Note Notes or portions thereof tendered for repurchase redemption (and not withdrawn) pursuant to Article 3Section 3.05 and not withdrawn pursuant to Section 3.06.

Appears in 1 contract

Samples: Indenture (Durect Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration ofof or transfer of Notes, transfer or exchange of Notes for other Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of or transfer of Notes, or exchange of Notes for other Notes. In the event of any redemption in part, the Issuer shall not be required to: (i) issue or register the transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Samples: Extra Space Storage Inc.

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers transfer of Notes. The Note Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase redemption, purchase or conversion shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Note Registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.01, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 or 14, (bd) any Note Notes or portions thereof tendered for repurchase purchase (and not withdrawn) pursuant to Article 3Section 3.05 or (e) any Notes or portions thereof tendered for purchase (and not withdrawn) pursuant to Section 3.06.

Appears in 1 contract

Samples: Indenture (Town & Country Trust)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither In the Company nor event of any redemption in part, the Trustee nor any Registrar Issuer shall not be required to exchange, to: (i) issue or register a the transfer or exchange of (a) any Note or portions thereof surrendered during a period beginning at the opening of business 15 days before any selection of Notes for conversion pursuant redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to Article 10 have been given to all Holders of Notes to be so redeemed, or (bii) register the transfer or exchange of any Note so selected for redemption, in whole or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3in part, except the unredeemed portion of any Note being redeemed in part.

Appears in 1 contract

Samples: First Industrial Lp

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Note register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. The Trustee is hereby appointed "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Registrar Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, redemption, repurchase or conversion shall (if so required by the Company or the RegistrarNote registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder Noteholder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder holder for any registration of, of transfer or exchange of Notes, but either the Company or Company, the Trustee or both may require payment by the Holder holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar Note registrar shall be required to exchange, issue exchange or register a transfer of (a) any Note Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes or portions thereof called for redemption pursuant to Section 3.02, (c) any Notes or portions thereof surrendered for conversion pursuant to Article 10 14, (d) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section 3.05 or (be) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3Section 3.06.

Appears in 1 contract

Samples: Jetblue Airways Corp

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time. Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ‎Section 2.08, the Company 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section ‎Section 4.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyCompany and to the Trustee or Registrar, and the Notes shall be duly executed by the Holder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note Notes or portions thereof surrendered for conversion pursuant to Article ‎Article 10 or (b) any Note Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article ‎Article 3.

Appears in 1 contract

Samples: Central European Media Enterprises LTD

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company Issuer shall cause to be kept at the Corporate Trust Office a register (the Register register maintained in such office and in any other office or agency of the Issuer designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company Issuer shall provide for the registration of Notes and of transfers of Notes. The Note Register shall be in written form or in any form capable of being converted exchanged into written form within a reasonably prompt period of time. The Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Issuer may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company Issuer 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 authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture. Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Company Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that which the Holder Noteholder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, exchange or repurchase or conversion shall (if so required by the Company Issuer or the Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the CompanyIssuer, and the Notes shall be duly executed by the Holder Noteholder thereof or his its attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee Issuer may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Indenture (American Residential Properties, Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Company shall cause to be kept at a register (the Corporate Trust Office the Register “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register Such register shall be in written form or in any form capable of being converted into written form within a reasonably prompt reasonable period of time. The Company is appointed the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Notes Note to the Note Registrar or any co-registrarNote Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.082.05, the Company shall execute, and the Trustee shall authenticate execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such “PIK” designations or restrictive legends as may be required by this IndentureAgreement. All Notes may be exchanged presented or surrendered for other Notes registration of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office transfer or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, redemption, repurchase or conversion shall (if so required by the Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact duly authorized in writing. No service charge shall execute, and be imposed on the Trustee shall authenticate and deliverHolder by the Company, the Notes that Note Registrar or the Paying Agent for any exchange or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder making of new Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered for exchange or registration of transfer. None of the Company or the Note Registrar shall be required to exchange or register a transfer of (i) any Notes surrendered for conversion or, if a portion of any Note is entitled to receive bearing registration numbers surrendered for conversion, such portion thereof surrendered for conversion, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not contemporaneously outstandingvalidly withdrawn) in accordance with Article 15 or (iii) any Notes selected for redemption in accordance with Article 13, except the unredeemed portion thereof. All Notes issued upon any registration of transfer or exchange of Notes in accordance with this Agreement shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, Agreement as the Notes surrendered upon such registration of transfer or exchange. All Notes presented or surrendered for registration of transfer or for exchange, repurchase or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company, and the Notes shall be duly executed by the Holder thereof or his attorney duly authorized in writing. No service charge shall be made to any Holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes. Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 10 or (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 3.

Appears in 1 contract

Samples: Note Issuance Agreement (Appgate, Inc.)

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