Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the 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 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 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 Note to the Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 Issuer, 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 conversion shall (if so required by the Issuer or the Note registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer, and the Notes shall be duly executed by the Noteholder 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 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 Issuer nor the Trustee nor any Note registrar shall be required to exchange or register a transfer of (a) any 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 14 or (c) any Notes tendered for redemption (and not withdrawn) pursuant to Section 3.02. (b) Every Note that bears or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth in the legends below), unless such restrictions on transfer shall be waived by written consent of the Issuer, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 2 contracts

Samples: Indenture (Tower Semiconductor LTD), Indenture (Tower Semiconductor LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.07, the ~~Issuer~~ 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 ~~Issuer pursuant to Section 4.02~~Company. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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~~ exchange pursuant to Article XI shall (if so required by the ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ Holder 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 the ~~Issuer~~ Company or the Trustee may require payment by the ~~holder~~ 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 ~~Notes~~Notes in the event a Holder requests any shares to be issued in a name other than such Holder’s name. Neither the ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer or exchange of (a) any ~~Notes~~ Note or portions thereof surrendered for ~~a period of fifteen (15) days next preceding any selection of Notes~~ exchange pursuant to ~~be redeemed,~~ Article XI or (b) any ~~Notes surrendered for conversion pursuant to Article 14~~ Note or ~~(c) any Notes~~ portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article III. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary is not appointed within 90 calendar days or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor Depositary has not been appointed by the Company within 90 calendar days, or (B) an Event of Default in respect of the Notes has occurred and is continuing; or (C) the Company, at its option, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to this Section 2.07(b)(ii) shall be so exchanged in whole and not in part. (iii) In addition, certificated Notes will be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar, provided that pending completion of the exchange of a Global Note or upon the exchange of a portion of a Global Note, the Trustee acting as custodian for the Global Note for the Depositary or its nominee with respect to such Global Note, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company will promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased pursuant to Article III or exchanged pursuant to Article XI, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be cancelled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased pursuant to Article III or exchanged pursuant to Article XI, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced. (c) Every Note ~~that bears~~ (and all securities issued in exchange therefor or in substitution thereof) is required under this Section ~~2.05(b~~2.07(c) to bear the ~~legend set forth in this Section 2.05(b)~~ Restricted Legend (~~together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the~~ a “Restricted ~~Securities~~Global Note”) and shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.07(c) and ~~2.05 (c), as applicable (including those~~ in the Restricted Legend set forth in ~~the legends below), unless such restrictions on transfer shall be waived by written consent of the Issuer~~Exhibit A, and the holder of each such Restricted ~~Security~~Global Note, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. Every share of OI Inc. Common Stock (and all securities issued in exchange therefore or in substitution thereof) issued upon exchange of a Note in accordance with Article XI is required under this Section 2.07(c) to bear the Restricted Legend (the “Restricted OI Inc. Common Stock,” and together with the Restricted Global Note, the “Restricted Securities”) and shall be subject to the restrictions on transfer set forth in this Section 2.07(c) and in the Restricted Legend set forth in Exhibit B, which is hereby incorporated in and expressly made a part of this Indenture, and the holder of each such share of Restricted OI Inc. Common Stock, by such holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. Each Holder which exchanges Notes for OI Inc. Common Stock will be deemed to have represented to the Company and OI Inc. that it is a QIB. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.07(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. . (d) Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is the later of (1) the ~~holding period~~ date that is one year after the last date of issuance of shares of OI Inc. Common Stock upon exchange and (2) such later date, if any, as may be required by applicable ~~to sales thereof under Rule 144(k) under the Securities Act (or any successor provision)~~laws, any certificate evidencing ~~such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which~~ Restricted OI Inc. Common Stock shall bear the ~~legend~~ Restricted Legend set forth in ~~Section 2.05(c), if applicable) shall bear a legend in substantially the following form~~Exhibit B, unless such ~~Note~~ Restricted OI Inc. Common Stock has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in ~~writing~~writing following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. (e) In connection with any transfer of the Notes the Holder must complete and deliver the form of assignment set forth on the certificate representing the Note, ~~AS AMENDED~~ with the appropriate box checked, to the Trustee (~~THE “SECURITIES ACT”~~or any successor Trustee, as applicable), ~~OR ANY STATE SECURITIES LAWS AND~~including the certification, ~~ACCORDINGLY~~that such Holder is a QIB and such Note is being transferred to a QIB in accordance with Rule 144A. In connection with any transfer of the OI Inc. Common Stock issued upon exchange, ~~MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL~~ if any, prior to the Resale Restriction Termination Date, the holder much complete and deliver the form of assignment set forth in Exhibit B, the appropriate box checked, to the transfer agent. (~~SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER~~f) ~~THAT SUCH REGISTRATION IS NOT REQUIRED.~~ Any ~~Note (or security~~ OI Inc. Common Stock issued in upon exchange ~~or substitution therefor)~~ of the Notes as to which such ~~restrictions~~ restriction on transfer shall have expired in accordance with their terms ~~or as to conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of ~~Ordinary Shares~~ OI Inc. Common Stock for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary Shares~~OI Inc. Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of ~~Ordinary Shares~~OI Inc. Common Stock, which shall not bear the ~~restrictive legend required by this Section 2.05(c)~~Restricted Legend. (dg) ~~Any Note~~ The Trustee shall have no responsibility or ~~Ordinary Shares issued~~ obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the holders of Notes and all payments to be made to holders of Notes under the Notes shall be given or made only to or upon the ~~conversion~~ order of the registered holders of Notes (which shall be the Depositary or its nominee in the case of a ~~Note that is purchased or owned~~ Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the ~~Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant~~ Depositary with respect to ~~an exemption from the registration requirements of the Securities Act~~its Agent Members. (eh) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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 Issuer shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 Issuer, 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 Issuer or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer, and the Notes shall be duly executed by the ~~Noteholder~~ 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 Issuer 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 Issuer nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any ~~Notes~~ Note or portions thereof surrendered for ~~a period of fifteen (15) days next preceding any selection of Notes~~ exchange pursuant to ~~be redeemed,~~ Article 10 or (b) any ~~Notes surrendered for conversion pursuant to Article 14~~ Note or ~~(c) any Notes~~ portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article 3. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Unless the Issuer and the applicable Holder agree, notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless: (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary has not been appointed within 90 calendar days; (B) the Depositary has ceased to be registered as a clearing agency under the Exchange Act and a successor Depositary has not been appointed within 90 calendar days; or (C) an Event of Default with respect to the Notes has occurred and is continuing and the beneficial owner requests that its Notes be issued in physical, certificated form. (iii) In addition, certificated Notes shall be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or for any portion of a Global Note pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar; provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the books and records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Issuer shall promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be cancelled by the Trustee or the Securities Administrator in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee, the Securities Administrator or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.08(c) to bear the ~~legend set forth in this Section 2.05(b)~~ Restricted Note Legend (together with any ~~Ordinary~~ Common Shares issued upon ~~conversion~~ exchange of the Notes and required to bear the ~~legend set forth in Section 2.05(c)~~Restricted Common Shares Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.08(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ Restricted Note Legend and the Restricted Common Shares Legend) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Issuer following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.08(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of the ~~holding~~ original issuance of the Notes, or such shorter period ~~applicable to sales thereof under~~ of time as permitted by Rule ~~144(k)~~ 144 under the Securities Act (or any successor ~~provision)~~provision thereunder, and (2) such later date, if any, as may be required by applicable laws, any certificate evidencing ~~such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which~~ a Restricted Security shall bear the ~~legend set forth~~ Restricted Note Legend (or in ~~Section 2.05(c~~the case of Common Shares issued upon exchange of the Notes, the Restricted Common Shares Legend)~~, if applicable) shall bear a legend in substantially the following form~~, unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Issuer in ~~writing~~writing as set forth above, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. After the Resale Restriction Termination Date applicable to any Note, ~~AS AMENDED~~ the Restricted Note Legend shall be deemed removed from such Note. (~~THE “SECURITIES ACT”~~d) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, the Holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (or any successor Trustee, as applicable), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the ~~foregoing legend~~ Restricted Note Legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by ~~this~~ Section ~~2.05(b~~2.08(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the ~~expiration~~ Restricted Note Legend, the principal amount of the ~~holding period applicable~~ legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Issuer shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to ~~sales thereof under Rule 144(k) under~~ the ~~Securities Act (or any successor provision), any stock certificate representing Ordinary~~ Depositary. The Issuer shall notify the Trustee in writing of the occurrence of the Resale Restriction Termination Date. Any Common Shares issued upon ~~conversion~~ exchange of ~~any Restricted Note shall bear a legend in substantially~~ the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares Notes as to which such restrictions on transfer shall have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such ~~shares of Ordinary~~ Common Shares for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary~~ Common Shares, be exchanged for a new certificate or certificates for a like aggregate number of ~~shares of Ordinary~~ Common Shares, which shall not bear the ~~restrictive legend required by this Section 2.05(c)~~Restricted Common Shares Legend. (de) Any Note or ~~Ordinary~~ Common Shares issued upon ~~the conversion~~ exchange of a Note that ~~is purchased~~ are repurchased or owned by any Affiliates of the Issuer or ~~any Affiliate thereof~~ the Guarantor may not be resold by ~~the Issuer or~~ such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ~~Act~~Act in a transaction that results in such Note or Common Shares, as the case may be, no longer being a “restricted security” (as defined in Rule 144). The Issuer will cause any Note that is repurchased or owned by the Issuer or any controlled “Affiliate” (as defined in Rule 144) to be surrendered to the Securities Administrator for cancellation as described under Section 2.12. (ef) The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. (g) The Trustee and the Securities Administrator shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee, the Securities Administrator nor any Agent Member shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Appears in 2 contracts

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

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a1) The Issuer shall cause to be kept at the Corporate Trust Office a register (the 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 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 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 Note to the Note ~~registrar or any co-registrar~~Registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.07, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~2.05. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee ~~shall~~ or an Authentication Agent shall, upon receipt of a Company Order, authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 Issuer, 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 ~~Issuer~~ Company, the Trustee or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer,~~ Company and ~~the Notes shall be~~ duly executed by the ~~Noteholder~~ holder thereof or ~~his attorney~~ its attorney-in-fact duly authorized in writing. 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 ~~Issuer~~ 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 any~~ 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 ~~Notes~~transfer. ~~Neither~~ None of the ~~Issuer nor~~ Company, the Trustee ~~nor any~~ or the Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (~~a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b~~i) any Notes surrendered for conversion ~~pursuant to Article 14 or~~ or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion, (cii) any Notes ~~tendered~~ 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) ~~pursuant~~ 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 as the Notes surrendered upon such registration of transfer or exchange. (a) So long as the Notes are eligible for book-entry settlement with the Common Depositary, unless otherwise required by law, all Notes shall be represented by one or more Notes in global form (each, a “Global Note”) registered in the name of the Common Depositary or the nominee of the Common Depositary. The transfer and exchange of beneficial interests in a Global Note that does not involve the issuance of a definitive Note shall be effected through the Common Depositary in accordance with this Indenture (including the restrictions on transfer set forth herein) and the Applicable Procedures. No written orders or instructions shall be required to be delivered to the Trustee, Registrar or Transfer Agent to effect the transfers described in this Section ~~3.02~~2.07(b) in the same Global Note. In connection with all transfers and exchanges of beneficial interests in a Global Note (other than transfers of beneficial interests in connection with which the transferor takes delivery thereof in the form of a beneficial interest in the same Global Note), the Transfer Agent (copied to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Common Depositary in accordance with the Applicable Procedures directing the Common Depositary to debit from the transferor a beneficial interest in an amount equal to the beneficial interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Common Depositary in accordance with the Applicable Procedures directing the Common Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable. In connection with an exchange of a definitive Note for a beneficial interest in a Global Note, the Transfer Agent must receive a written order (copied to the Trustee and the Registrar) directing the Common Depositary to credit the account of the transferee or its Participant in an amount equal to the beneficial interest in such Global Note to be acquired as a result of such exchange. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture, the Transfer Agent (copied to the Trustee and the Registrar), as specified in this Section 2.07, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Common Depositary to reflect such increase or decrease in its systems. In connection with any transfer or exchange of definitive Notes, or any portion thereof, the holder of such Notes shall present or surrender to the Transfer Agent (copied to the Trustee and the Registrar) the definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Registrar duly executed by such holder or by its attorney, duly authorized in writing. (b) Notwithstanding any other provisions of this Indenture, a Global Note may not be transferred except as a whole by the Common Depositary to a nominee of the Common Depositary or by a nominee of the Common Depositary to the Common Depositary or another nominee of the Common Depositary or by the Common Depositary or any such nominee to a successor Common Depositary or a nominee of such successor Common Depositary. (c) Every Note ~~that bears or is required under this Section 2.05(b) to bear~~ (including the ~~legend set forth~~ beneficial interest in ~~this Section 2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”~~Global Notes) shall be subject to the restrictions on transfer in the Regulation S Legend set forth ~~in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth in the legends~~ below~~), unless such restrictions on transfer shall be waived by written consent of the Issuer~~, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b~~this Section 2.07(d) and ~~2.05(c)~~Exhibit A, the term “transfer” encompasses any sale, pledge, ~~loan,~~ transfer or other disposition whatsoever of any Restricted ~~Security or any interest therein~~Security. ~~Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such~~ Each Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicableincluding each Global Note) shall bear a legend in substantially the following ~~form, unless such Note has been sold pursuant to a registration statement that has been declared effective under~~ form on the ~~Securities Act~~ face thereof (~~and which continues to be effective at~~ the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “~~SECURITIES ACT~~Regulation S Legend”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY ): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE ~~SECURITIES LAWS AND~~OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, ~~ACCORDINGLY~~SOLD, ~~MAY NOT BE OFFERED~~ ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR ~~SOLD~~ OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR PARTICIPATION THEREIN, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT ~~WITH RESPECT TO~~ THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ~~SO OFFERED~~ ACT, (C) PURSUANT TO AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR ~~SOLD IN EFFECT~~ RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR AN (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF EACH OF THE COMPANY, THE NOTE REGISTRAR AND THE TRUSTEE, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D), TO REQUIRE DELIVERY OF A CERTIFICATE, OPINION OF COUNSEL OR OTHER INFORMATION SATISFACTORY TO IT. BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “U.S. PERSON” AND “UNITED STATES” HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE NOTE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN VIOLATION OF THE FOREGOING. THE RIGHTS ATTACHING TO THIS SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES, ARE AS SPECIFIED IN THE INDENTURE. Each Global Note shall bear a legend in substantially the following form on the face thereof: THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITORY NAMED BELOW OR A NOMINEE OF THE COMMON DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED HEREIN AND IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (~~SATISFACTORY IN FORM AND SUBSTANCE~~ OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE COMMON DEPOSITORY TO A NOMINEE OF THE COMMON DEPOSITORY OR BY A NOMINEE OF THE COMMON DEPOSITORY TO THE ~~ISSUER~~COMMON DEPOSITORY OR ANOTHER NOMINEE OF THE COMMON DEPOSITORY) ~~THAT SUCH REGISTRATION IS NOT REQUIRED~~MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THIS SECURITY AND THE INDENTURE. ~~Any such Ordinary Shares as~~ THE REGISTERED HOLDER HEREOF MAY BE TREATED BY THE COMPANY, THE TRUSTEE, THE AGENTS AND ANY AGENT THEREOF AS OWNER AND HOLDER OF THIS SECURITY FOR ALL PURPOSES. No transfer of any Note prior to ~~which such restrictions~~ the Resale Restriction Termination Date will be registered by the Note Registrar unless the applicable box on ~~transfer shall have expired in accordance with their terms or as to which~~ the ~~conditions for removal~~ completed Form of ~~the foregoing legend set forth therein have~~ Assignment and Transfer has been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c)checked. (d) ~~Any Note~~ If (i) Euroclear or ~~Ordinary Shares issued~~ Clearstream notifies the Company at any time that they are unwilling or unable to continue as clearing agencies for the Global Notes and a successor is not appointed within 120 days or (ii) an Event of Default in respect of the Notes has occurred and is continuing, upon the ~~conversion~~ request of the beneficial owner of the Notes in writing to Euroclear and Clearstream, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate and a Company Order for the authentication and delivery of Notes, will authenticate and deliver (or cause an Authentication Agent to authenticate and deliver) Notes in definitive form to each such beneficial owner of the related Notes (or a portion thereof) as Euroclear and Clearstream shall instruct (but only in Permitted Denominations), in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, and upon delivery of the Global Note to the Trustee such Global Note shall be canceled. At such time as all interests in a Global Note have been converted, canceled, repurchased, redeemed or transferred, such Global Note shall be, upon receipt thereof, canceled by the Trustee in accordance with its standing procedures. At any time prior to such cancellation, if any interest in a Global Note is exchanged for definitive Notes, converted, canceled, repurchased, redeeemed or transferred to a transferee who receives definitive Notes therefor or any definitive Note is exchanged or transferred for part of such Global Note, the principal amount of such Global Note shall be appropriately reduced or increased, as the case may be, and an endorsement shall be made on such Global Note, by the Trustee or the Paying Agent to reflect such reduction or increase. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Common Depositary or Euroclear or Clearstream. The Trustee shall have no responsibility or obligation to any direct or indirect participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of Euroclear or Clearstream, the Common Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any direct or indirect participant or other Person (other than the Common Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Common Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note ~~that is purchased~~ shall be exercised only through Euroclear or ~~owned~~ Clearstream subject to the Applicable Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by ~~the Issuer~~ Euroclear or ~~any Affiliate thereof may not be resold by the Issuer~~ Clearstream with respect to its direct or ~~such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e)~~ indirect participants. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among direct or indirect participants in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 2 contracts

Samples: Indenture (Qiagen Nv), Indenture (Qiagen Nv)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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 ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any ~~Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes~~ Note or portions thereof surrendered for conversion pursuant to Article 14 10 or (cb) any ~~Notes~~ Note or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article 3. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless: (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary has not been appointed within 60 calendar days; (B) the Depositary has ceased to be registered as a clearing agency under the Exchange Act and a successor Depositary has not been appointed within 60 calendar days; or (C) an Event of Default with respect to the Notes has occurred and is continuing and the beneficial owner requests that its Notes be issued in physical, certificated form. (iii) In addition, certificated Notes shall be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or for any portion of a Global Note pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar; provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the books and records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company shall promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.08(c) to bear the ~~legend set forth in this Section 2.05(b)~~ Restricted Note Legend (together with any ~~Ordinary Shares~~ Company Common Stock issued upon conversion of the Notes and required to bear the ~~legend set forth in Section 2.05(c)~~Restricted Company Common Stock Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.08(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ Restricted Note Legend and the Restricted Company Common Stock Legend) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.08(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of the ~~holding~~ original issuance of the Notes, or such shorter period ~~applicable to sales thereof under~~ of time as permitted by Rule ~~144(k)~~ 144 under the Securities Act (or any successor ~~provision)~~provision thereunder, and (2) such later date, if any, as may be required by applicable laws, any certificate evidencing ~~such~~ a Restricted Security shall bear the Restricted Note Legend (~~and all securities issued~~ or in ~~exchange therefor or substitution thereof, other than Ordinary Shares, if any,~~ the case of Company Common Stock issued upon conversion ~~thereof~~of the Notes, ~~which shall bear~~ the ~~legend set forth in Section 2.05(c~~Restricted Company Common Stock Legend)~~, if applicable) shall bear a legend in substantially the following form~~, unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in ~~writing~~writing as set forth above, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. After the Resale Restriction Termination Date, ~~AS AMENDED~~ the Restricted Note Legend shall be deemed no longer applicable to the Notes. (~~THE “SECURITIES ACT”~~d) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, the Holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (or any successor Trustee, as applicable), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the ~~foregoing legend~~ Restricted Note Legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by ~~this~~ Section ~~2.05(b~~2.08(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the ~~expiration~~ Restricted Note Legend, the principal amount of the ~~holding period applicable~~ legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to ~~sales thereof under Rule 144(k) under~~ the ~~Securities Act (or any successor provision), any stock certificate representing Ordinary Shares~~ Depositary. The Company shall notify the Trustee in writing upon the Trustee’s request of the occurrence of the Resale Restriction Termination Date. Any Company Common Stock issued upon conversion of ~~any Restricted Note shall bear a legend in substantially~~ the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares Notes as to which such restrictions on transfer shall have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such shares of ~~Ordinary Shares~~ Company Common Stock for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary Shares~~Company Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of ~~Ordinary Shares~~Company Common Stock, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ActRestricted Company Common Stock Legend. (e) The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 2 contracts

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

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. ~~(a)~~ The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.07, the ~~Issuer~~ 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 ~~Issuer pursuant to Section 4.02~~Company. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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~~ exchange pursuant to Article XI shall (if so required by the ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ Holder 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 the ~~Issuer~~ Company or the Trustee may require payment by the ~~holder~~ 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 ~~Notes~~Notes in the event a Holder requests any shares to be issued in a name other than such Holder’s name. Neither the ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer or exchange of (a) any ~~Notes~~ Note or portions thereof surrendered for ~~a period of fifteen (15) days next preceding any selection of Notes~~ exchange pursuant to ~~be redeemed,~~ Article XI or (b) any ~~Notes surrendered for conversion pursuant to Article 14~~ Note or ~~(c) any Notes~~ portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article III. (b) Every Note that bears or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth in the legends below), unless such restrictions on transfer shall be waived by written consent of the Issuer, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Owens-Illinois Group Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02~~ 5.02 being herein sometimes collectively referred to as the “Note ~~register~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The Note ~~register~~ 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,~~Registrar” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section ~~4.02~~5.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~5.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the Noteholder 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 ~~Issuer~~ Company 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 ~~Issuer~~ Company nor the Trustee nor any Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (a) any 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 ~~14 or~~ 15, (cd) any Notes or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to Section ~~3.02~~3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06. (b) ~~Every~~ The following provisions shall apply only to Global Notes: (i) Each Global Note ~~that bears or is required~~ authenticated under this ~~Section 2.05(b~~Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) ~~to bear the legend set forth~~ Notwithstanding any other provision in this ~~Section 2.05(b~~Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof, unless (A) the Depositary (~~together with any Ordinary Shares issued upon conversion~~ i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety days or (ii) has ceased to be a clearing agency registered under the Exchange Act and a successor depositary has not been appointed by the Company within ninety days, (B) an Event of Default has occurred and the maturity of the Notes shall have been accelerated in accordance with Section 7.01 and any Noteholder shall have given written notice to the Company requesting the issuance of definitive Notes or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to ~~bear~~ be exchanged in whole shall be surrendered by the ~~legend set forth~~ Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in ~~Section 2.05(c)~~part, ~~collectively~~either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (“~~Restricted Securities~~Agent Members”) nor any other Persons on whose behalf Agent Members may act shall ~~be subject~~ have any rights under this Indenture with respect to ~~the restrictions on transfer set forth in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth~~ any Global Note registered in the ~~legends below), unless such restrictions on transfer shall be waived by written consent~~ name of the ~~Issuer~~Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of ~~each~~ such ~~Restricted Security~~Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as among the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note ~~holder’s acceptance~~ have been redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, ~~agrees to~~ be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed canceled by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired Trustee in accordance with ~~their terms~~ standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, converted, canceled or ~~as to conditions~~ exchanged for ~~removal of~~ Notes in certificated form, the ~~foregoing legend set forth therein have been satisfied may, upon surrender~~ principal amount of such Global Note ~~for exchange to the Note registrar~~ shall, in accordance with the ~~provisions of this Section 2.05~~standing procedures and instructions existing between the Depositary and the Custodian, be ~~exchanged for a new Note~~ appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or ~~Notes~~the Custodian, at the direction of ~~like tenor and aggregate principal amount~~the Trustee, ~~which shall not bear the restrictive legend required by this Section 2.05(b)~~to reflect such reduction. (ic) ~~Until~~ The Company and the ~~expiration~~ Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the ~~holding period applicable~~ books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to ~~sales thereof~~ any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under ~~Rule 144(k)~~ or with respect to such Notes. All notices and communications to be given to the Noteholder and all payments to be made to Noteholders under the ~~Securities Act~~ Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any ~~successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted~~ Global Note shall ~~bear a legend in substantially~~ be exercised only through the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof Depositary subject to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the customary procedures of the ~~transfer agent for the Ordinary Shares,~~ Depositary. The Trustee may rely and shall be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued fully protected in relying upon ~~the conversion of a Note that is purchased or owned~~ information furnished by the ~~Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant~~ Depositary with respect to ~~an exemption from the registration requirements of the Securities Act. (e)~~ its Agent Members. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Headwaters Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. ~~(a)~~ The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02~~ 6.02 being herein sometimes collectively referred to as the “"Note ~~register”~~Register") in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The Note ~~register~~ 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,~~ Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section ~~4.02~~6.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~6.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the Noteholder 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 ~~Issuer~~ Company 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 ~~Issuer~~ Company nor the Trustee nor any Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (a) any Notes for a period of fifteen ~~(15)~~ 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 ~~14 or~~ 15, (cd) any Notes or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to Section ~~3.02. (b) Every Note that bears~~ 3.05 or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth in the legends below), unless such restrictions on transfer shall be waived by written consent of the Issuer, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) ~~The Trustee shall have no obligation~~ any Notes or ~~duty~~ portions thereof tendered for repurchase (and not withdrawn) pursuant to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereofSection 3.06.

Appears in 1 contract

Samples: Indenture (Advanced Medical Optics Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept ~~at the Corporate Trust Office~~ a register (the ~~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~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. ~~The Note~~ 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~~ Company is ~~hereby~~ appointed the “Note ~~registrar,~~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 Note to the Note ~~registrar~~ Registrar or any co-~~registrar~~Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 Issuer, 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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer or the Note registrar~~Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and duly executed, ~~and the Notes shall be duly executed~~ by the ~~Noteholder~~ Holder thereof or ~~his attorney~~ its attorney-in-fact duly authorized in writing. No service charge shall be ~~made to any holder~~ 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 ~~Issuer~~ Company may require ~~payment by the holder of~~ a Holder to pay a sum sufficient to cover any ~~tax~~documentary, ~~assessment~~ stamp or ~~other governmental charge that may be imposed~~ similar issue or transfer tax required in connection ~~with any~~ 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 ~~exchange~~ registration of ~~Notes~~transfer. ~~Neither~~ None of the ~~Issuer nor~~ Company or the ~~Trustee nor any~~ Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (~~a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b~~i) any Notes surrendered for conversion ~~pursuant to~~ 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 14 15 or (ciii) any Notes ~~tendered~~ 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 ~~not withdrawn) pursuant~~ entitled to ~~Section 3.02~~the same benefits under this Agreement as the Notes surrendered upon such registration of transfer or exchange. (b) [Intentionally omitted] (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes ~~and~~ that is required to bear the legend set forth in Section ~~2.05(c~~2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those contained in the legend set forth ~~in the legends~~ below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the ~~Issuer,~~ Company; and the ~~holder~~ Holder of each such Restricted Security, by such ~~Note holder~~Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b~~this Section 2.05(c) and ~~2.05(c~~Section 2.05(d), the term “transfer” encompasses any sale, pledge, ~~loan,~~ transfer or other disposition whatsoever of any Restricted ~~Security or any interest therein~~Security. Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes, (2) the expiration of ~~the~~ any applicable holding period ~~applicable~~ with respect to ~~sales thereof under~~ the Notes pursuant to Rule ~~144(k) under the Securities Act (~~144 or any successor ~~provision~~provision thereto, and (3) the date on which the Notes constitute “Covered Securities” under clause (1), (2) or (3) of the definition of “Covered Securities” under Section 18 of the Securities Act, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than ~~Ordinary Shares~~Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section ~~2.05(c~~2.05(d), if applicable) shall bear a legend in substantially the following form, unless such ~~Note has~~ Notes have been ~~sold~~ (i) transferred (x) pursuant to a registration statement that has become or been declared effective under the Securities Act (and ~~which~~ that continues to be effective at the time of such ~~transfer)~~transfer and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (ii) transferred (x) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, and for which the Holder has provided customary certifications and, if requested by the Company, an Opinion of Counsel to Holder in form and substance reasonably satisfactory to the Company, or (iii) unless otherwise agreed by the ~~Issuer~~ Company in writing, with ~~written~~ notice thereof to the ~~Trustee~~Representative: THE SALE OF THIS NOTE ~~EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE~~ HAS NOT BEEN REGISTERED UNDER THE ~~UNITED STATES~~ U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ~~OR ANY STATE SECURITIES LAWS~~ AND, ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE MAY NOT BE ~~OFFERED~~ OFFERED, PLEDGED, RESOLD OR ~~SOLD~~ OTHERWISE TRANSFERRED, EXCEPT: (A) TO CYXTERA CYBERSECURITY, INC. D/B/A APPGATE (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; (B) PURSUANT TO, AND IN ~~THE ABSENCE OF~~ ACCORDANCE WITH, A REGISTRATION STATEMENT ~~WITH RESPECT TO~~ THAT IS EFFECTIVE UNDER THE SECURITIES ~~SO OFFERED OR SOLD~~ ACT AT THE TIME OF SUCH TRANSFER; (C) TO A PERSON THAT (1) YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN ~~EFFECT~~ COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (2) IS AN ~~OPINION~~ ACCREDITED INSTITUTIONAL INVESTOR, WITHIN THE MEANING OF ~~COUNSEL~~ CLAUSES (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision1), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (~~and which continues to be effective at the time of such exchange~~2), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (~~THE “SECURITIES ACT”~~3), ~~OR ANY STATE SECURITIES LAWS AND~~(7), ~~ACCORDINGLY~~(8), ~~MAY NOT BE OFFERED OR SOLD IN THE ABSENCE~~ (9) AND (12) OF ~~A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT~~ RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c).ACT; OR (dD) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ActUNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), IN EACH CASE, SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Note Issuance Agreement (Appgate, Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.07, the ~~Issuer~~ 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 ~~Issuer pursuant to Section 4.02~~Company. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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~~ exchange pursuant to Article 11 shall (if so required by the ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any ~~Notes~~ Note or portions thereof surrendered for ~~a period of fifteen (15) days next preceding any selection of Notes~~ exchange pursuant to ~~be redeemed,~~ Article 11 or (b) any ~~Notes surrendered for conversion pursuant to Article 14~~ Note or ~~(c) any Notes~~ portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) or called for redemption pursuant to ~~Section 3.02~~Article 3. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor Depositary has not been appointed by the Company within ninety (90) calendar days, or (B) the Company, at its option, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to this Section 2.07(b)(ii) shall be so exchanged in whole and not in part. (iii) In addition, certificated Notes will be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar, provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company will promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased or redeemed pursuant to Article 3 or exchanged pursuant to Article 11, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be cancelled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased or redeemed pursuant to Article 3 or exchanged pursuant to Article 11, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.07(c) to bear the ~~legend set forth in this Section 2.05(b)~~ Restricted Legend (together with any ~~Ordinary Shares~~ Common Stock issued upon ~~conversion~~ exchange of the Notes and required to bear the ~~legend set forth in Section 2.05(c)~~Restricted Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.07(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ Restricted Legend) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.07(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. . (d) Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is (1) the date that is one year after the last date of the ~~holding period~~ original issuance of the Notes and (2) such later date, if any, as may be required by applicable ~~to sales thereof under Rule 144(k) under the Securities Act (or any successor provision)~~laws, any certificate evidencing ~~such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which~~ a Restricted Security shall bear the ~~legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form~~Restricted Legend, unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in ~~writing~~writing as set forth above, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. (e) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, ~~AS AMENDED~~ the holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (~~THE “SECURITIES ACT”~~or any successor Trustee, as applicable), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the ~~foregoing legend~~ Restricted Legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.07, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by ~~this~~ Section ~~2.05(b~~2.07(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the ~~expiration~~ Restricted Legend, the principal amount of the ~~holding period applicable~~ legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Legend shall be increased by a corresponding principal amount. If a Global Note without the Restricted Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to ~~sales thereof under Rule 144(k) under~~ the ~~Securities Act (or any successor provision)~~Depositary. The Company shall notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and, ~~any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form~~if applicable, ~~unless such Ordinary Shares have been registered under~~ promptly after a registration statement ~~that~~ with respect to the Notes or any Common Stock issued upon exchange of the Notes has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIREDAct. Any ~~such Ordinary Shares~~ Common Stock issued upon exchange of the Notes as to which such restrictions on transfer shall have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such shares of ~~Ordinary Shares~~ Common Stock for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary Shares~~Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of ~~Ordinary Shares~~Common Stock, which shall not bear the ~~restrictive legend required by this Section 2.05(c)~~Restricted Legend. (df) Any ~~Note or Ordinary Shares issued upon~~ Restricted Securities, prior to the ~~conversion of a Note that is~~ Resale Restriction Termination Date, purchased or owned by the ~~Issuer~~ Company or any Affiliate thereof may not be resold by the ~~Issuer~~ Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ~~Act~~Act in a transaction which results in such Notes or Common Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144). The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the holders of Notes and all payments to be made to holders of Notes under the Notes shall be given or made only to or upon the order of the registered holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. (eg) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (TRW Automotive Holdings Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept ~~at the Corporate Trust Office~~ a register (the ~~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~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. ~~The Note~~ 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~~ Company is hereby initially appointed the “Note ~~registrar,~~Registrar” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-~~registrars in accordance with Section 4.02~~Note Registrars. Upon surrender for registration of transfer of any ~~Note~~ Notes to the Note ~~registrar~~ Registrar or any co-~~registrar~~Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.06, the ~~Issuer~~ 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 Issuer, 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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer or~~ Company, the Note ~~registrar~~Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Note Registrar and duly executed, ~~and the Notes shall be duly executed~~ by the ~~Noteholder~~ 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 ~~Issuer~~ Company may require ~~payment by the holder of~~ a Holder to pay a sum sufficient to cover any ~~tax~~documentary, ~~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 Issuer nor the Trustee nor any Note registrar~~ Notes in accordance with these Conditions shall be ~~required~~ the valid obligations of the Company, evidencing the same debt, and entitled to ~~exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any~~ the same benefits under these Conditions as the Notes surrendered ~~for conversion pursuant to Article 14~~ upon such registration of transfer or ~~(c) any Notes tendered for redemption (and not withdrawn) pursuant to Section 3.02~~exchange. (b) Every Note that bears or is required under this Section ~~2.05(b~~2.06(b) to bear the legend set forth in this Section ~~2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c~~2.06(b), (collectively, the “~~Restricted~~ Legended Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.06(b) ~~and 2.05 (c), as applicable~~ (including ~~those~~ the legend set forth ~~in the legends~~ below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the ~~Issuer~~Company, and the ~~holder~~ Holder of each such ~~Restricted~~ Legended Security, by such ~~Note holder~~Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.06(b), the term “transfer” encompasses any sale, pledge, ~~loan,~~ transfer or other disposition whatsoever of any ~~Restricted Security or any interest therein~~Legended Security. Until the ~~expiration~~ date (the “Distribution Compliance Period Termination Date”) that is (a) the day after the end of the ~~holding period~~ Distribution Compliance Period applicable to ~~sales thereof under Rule 144(k~~the Note or (b) ~~under the Securities Act (or any successor provision)~~such later date, if any, as may be required by applicable law, any certificate evidencing ~~such~~ a Note (and all securities issued in exchange therefor or substitution thereof~~, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable~~) shall bear a legend in substantially the following ~~form,~~ form (unless such ~~Note has~~ Notes have been ~~sold~~ transferred pursuant to a registration statement that has become or been declared effective under the Securities Act (and ~~which~~ that continues to be effective at the time of such transfer), sold pursuant to an exemption from registration under the Securities Act, or unless otherwise agreed by the ~~Issuer~~ Company in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”.), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) ~~Until the expiration of the holding period applicable to sales thereof under Rule 144(k~~REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS NOT A U.S. PERSON AND IS LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) ~~under the Securities Act~~ AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (~~or any successor provision)~~ii) AGREES FOR THE BENEFIT OF OATLY GROUP AB (THE “COMPANY”) THAT IT WILL NOT OFFER, ~~any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form~~SELL, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange)PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, ~~or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent:~~ THE ORDINARY SHARES ~~EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER~~ DELIVERABLE UPON CONVERSION OF THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE ~~UNITED STATES SECURITIES ACT~~ DATE THAT IS THE LATER OF ~~1933~~(X) 40 DAYS AFTER THE DATE HEREOF AND (Y) SUCH LATER DATE, IF ANY, AS ~~AMENDED~~ MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT: (A) TO THE ~~“SECURITIES ACT”),~~ COMPANY OR ANY ~~STATE SECURITIES LAWS AND~~SUBSIDIARY THEREOF, ~~ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF~~ OR (B) PURSUANT TO A REGISTRATION STATEMENT ~~WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT~~ WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ~~ACT~~ ACT, OR (C) TO A NON-U.S. PERSON IN AN ~~OPINION~~ OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF ~~COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO~~ RULE 903 OR RULE 904 OF REGULATION S UNDER THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied maySECURITIES ACT, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.OR

Appears in 1 contract

Samples: Subscription Agreement (Oatly Group AB)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept ~~at the Corporate Trust Office~~ a register (the ~~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~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. ~~The Note~~ 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~~ Company is ~~hereby~~ appointed the “Note ~~registrar,~~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 Note to the Note ~~registrar~~ Registrar or any ~~co-registrar~~co- Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 Issuer, 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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer or the Note registrar~~Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and duly executed, ~~and the Notes shall be duly executed~~ by the ~~Noteholder~~ Holder thereof or ~~his attorney~~ its attorney-in-fact duly authorized in writing. No service charge shall be ~~made to any holder~~ 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 ~~Issuer~~ Company may require ~~payment by the holder of~~ a Holder to pay a sum sufficient to cover any ~~tax~~documentary, ~~assessment~~ stamp or ~~other governmental charge that may be imposed~~ similar issue or transfer tax required in connection ~~with any~~ 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 ~~exchange~~ registration of ~~Notes~~transfer. ~~Neither~~ None of the ~~Issuer nor~~ Company or the ~~Trustee nor any~~ Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (~~a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b~~i) any Notes surrendered for conversion ~~pursuant to~~ 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 14 15 or (ciii) any Notes ~~tendered~~ selected for redemption ~~(and not withdrawn) pursuant to Section 3.02.~~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 (b) [Intentionally omitted] (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes ~~and~~ that is required to bear the legend set forth in Section ~~2.05(c~~2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those contained in the legend set forth ~~in the legends~~ below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the ~~Issuer,~~ Company; and the ~~holder~~ Holder of each such Restricted Security, by such ~~Note holder~~Xxxxxx’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b~~this Section 2.05(c) and ~~2.05(c~~Section 2.05(d), the term “transfer” encompasses any sale, pledge, ~~loan,~~ transfer or other disposition whatsoever of any Restricted ~~Security or any interest therein~~Security. Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes, (2) the expiration of ~~the~~ any applicable holding period ~~applicable~~ with respect to ~~sales thereof under~~ the Notes pursuant to Rule ~~144(k) under the Securities Act (~~144 or any successor ~~provision~~provision thereto, and (3) the date on which the Notes constitute “Covered Securities” under clause (1), (2) or (3) of the definition of “Covered Securities” under Section 18 of the Securities Act, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than ~~Ordinary Shares~~Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section ~~2.05(c~~2.05(d), if applicable) shall bear a legend in substantially the following form, unless such ~~Note has~~ Notes have been ~~sold~~ (i) transferred (x) pursuant to a registration statement that has become or been declared effective under the Securities Act (and ~~which~~ that continues to be effective at the time of such ~~transfer)~~transfer and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (ii) transferred (x) pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, and for which the Holder has provided customary certifications and, if requested by the Company, an Opinion of Counsel to Holder in form and substance reasonably satisfactory to the Company, or (iii) unless otherwise agreed by the ~~Issuer~~ Company in writing, with ~~written~~ notice thereof to the ~~Trustee~~Representative: THE SALE OF THIS NOTE ~~EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE~~ HAS NOT BEEN REGISTERED UNDER THE ~~UNITED STATES~~ U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ~~OR ANY STATE SECURITIES LAWS~~ AND, ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE MAY NOT BE ~~OFFERED~~ OFFERED, PLEDGED, RESOLD OR ~~SOLD~~ OTHERWISE TRANSFERRED, EXCEPT: (A) TO APPGATE CYBERSECURITY, INC. (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; (B) PURSUANT TO, AND IN ~~THE ABSENCE OF~~ ACCORDANCE WITH, A REGISTRATION STATEMENT ~~WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT~~ THAT IS EFFECTIVE UNDER THE SECURITIES ACT ~~OR AN OPINION~~ AT THE TIME OF ~~COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT~~ SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.TRANSFER;

Appears in 1 contract

Samples: Note Issuance Agreement (Appgate, Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The Issuer shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 Issuer, 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 Issuer or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Issuer, and the Notes shall be duly executed by the ~~Noteholder~~ 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 Issuer 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 Issuer nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any ~~Notes~~ Note or portions thereof surrendered for ~~a period of fifteen (15) days next preceding any selection of Notes~~ exchange pursuant to ~~be redeemed,~~ Article 10 or (b) any ~~Notes surrendered for conversion pursuant to Article 14~~ Note or ~~(c) any Notes~~ portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article 3. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Unless the Issuer and the applicable Holder agree, notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless: (A) the Depositary has notified the Issuer that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary has not been appointed within 90 calendar days; (B) the Depositary has ceased to be registered as a clearing agency under the Exchange Act and a successor Depositary has not been appointed within 90 calendar days; or (C) an Event of Default with respect to the Notes has occurred and is continuing and the beneficial owner requests that its Notes be issued in physical, certificated form. (iii) In addition, certificated Notes shall be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or for any portion of a Global Note pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar; provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the books and records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Issuer shall promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be cancelled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.08(c) to bear the ~~legend set forth in this Section 2.05(b)~~ Restricted Note Legend (together with any ~~Ordinary~~ Common Shares issued upon ~~conversion~~ exchange of the Notes and required to bear the ~~legend set forth in Section 2.05(c)~~Restricted Common Shares Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.08(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ Restricted Note Legend and the Restricted Common Shares Legend) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Issuer following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.08(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of the ~~holding~~ original issuance of the Notes, or such shorter period ~~applicable to sales thereof under~~ of time as permitted by Rule ~~144(k)~~ 144 under the Securities Act (or any successor ~~provision)~~provision thereunder, and (2) such later date, if any, as may be required by applicable laws, any certificate evidencing ~~such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which~~ a Restricted Security shall bear the ~~legend set forth~~ Restricted Note Legend (or in ~~Section 2.05(c~~the case of Common Shares issued upon exchange of the Notes, the Restricted Common Shares Legend)~~, if applicable) shall bear a legend in substantially the following form~~, unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Issuer in ~~writing~~writing as set forth above, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. After the Resale Restriction Termination Date applicable to any Note, ~~AS AMENDED~~ the Restricted Note Legend shall be deemed removed from such Note. (~~THE “SECURITIES ACT”~~d) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, the Holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (or any successor Trustee, as applicable), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the ~~foregoing legend~~ Restricted Note Legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by ~~this~~ Section ~~2.05(b~~2.08(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the ~~expiration~~ Restricted Note Legend, the principal amount of the ~~holding period applicable~~ legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Issuer shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to ~~sales thereof under Rule 144(k) under~~ the ~~Securities Act (or any successor provision), any stock certificate representing Ordinary~~ Depositary. The Issuer shall notify the Trustee in writing of the occurrence of the Resale Restriction Termination Date. Any Common Shares issued upon ~~conversion~~ exchange of ~~any Restricted Note shall bear a legend in substantially~~ the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares Notes as to which such restrictions on transfer shall have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such ~~shares of Ordinary~~ Common Shares for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary~~ Common Shares, be exchanged for a new certificate or certificates for a like aggregate number of ~~shares of Ordinary~~ Common Shares, which shall not bear the ~~restrictive legend required by this Section 2.05(c)~~Restricted Common Shares Legend. (de) Any Note or ~~Ordinary~~ Common Shares issued upon ~~the conversion~~ exchange of a Note that ~~is purchased~~ are repurchased or owned by any Affiliates of the Issuer or ~~any Affiliate thereof~~ the Guarantor may not be resold by ~~the Issuer or~~ such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ~~Act~~Act in a transaction that results in such Note or Common Shares, as the case may be, no longer being a “restricted security” (as defined in Rule 144). The Issuer will cause any Note that is repurchased or owned by the Issuer or any controlled “Affiliate” (as defined in Rule 144) to be surrendered to the Trustee for cancellation as described under Section 2.12. (ef) The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. (g) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent Member shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Appears in 1 contract

Samples: Indenture (Nabors Industries LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. ~~(a)~~ The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02~~ 6.02 being herein sometimes collectively referred to as the ~~“Note register”~~"NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The Note ~~register~~ 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,~~ Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section ~~4.02~~6.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~6.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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~~ redemption, or conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the Noteholder 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 ~~Issuer~~ Company 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 ~~Issuer~~ Company nor the Trustee nor any Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (a) any Notes ~~for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes~~ or portions thereof surrendered for conversion pursuant to Article 14 16 or (cb) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section ~~3.02~~3.05. (b) Every Note that bears or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth in the legends below), unless such restrictions on transfer shall be waived by written consent of the Issuer, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Atherogenics Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02~~ 6.02 being herein sometimes collectively referred to as the “"Note ~~register”~~Register") in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The Note ~~register~~ 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,~~ Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section ~~4.02~~6.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~6.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the Noteholder 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 ~~Issuer~~ Company 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 ~~Issuer~~ Company nor the Trustee nor any Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (a) any 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 ~~14 or~~ 16, (cd) any Notes or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to Section ~~3.02~~3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety days or (y) has ceased to be a clearing agency registered under the (B) an Event of Default has occurred and is continuing or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary ("Agent Members") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “"Restricted Securities”") shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends~~ legend below), ) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company, and the holder of each such Restricted Security, by such Note holder’s 's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and~~ this Section 2.05(c), the term “"transfer~~” encompasses~~ " means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales ~~thereof~~ of Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) Restricted Security shall bear a legend in substantially the following form, unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in writing, with written notice thereof to the Trustee: ~~THE NOTE EVIDENCED HEREBY~~ THIS SECURITY AND THE ~~ORDINARY~~ SHARES OF ADVANCED MEDICAL OPTICS, INC. (THE "COMPANY") COMMON STOCK ("COMMON STOCK") ISSUABLE UPON CONVERSION ~~THEREOF~~ OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE ~~UNITED STATES~~ SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR ANY STATE SECURITIES ~~LAWS AND~~LAWS. NEITHER THIS SECURITY, ~~ACCORDINGLY~~THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, ~~MAY NOT BE OFFERED~~ SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR ~~SOLD~~ OTHERWISE DISPOSED OF IN THE ABSENCE OF A SUCH REGISTRATION ~~STATEMENT WITH RESPECT~~ OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ~~SO OFFERED OR SOLD~~ ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN ~~EFFECT~~ RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHTS OF THE COMPANY AND THE WITHIN MENTIONED TRUSTEE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF ~~COUNSEL (~~COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES WHERE REGISTRATION OR TRANSFER OF THIS SECURITY IS REQUIRED, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY COMPLETED AND ~~SUBSTANCE~~ DELIVERED BY THE TRANSFEROR TO THE ~~ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED~~TRUSTEE. THIS LEGEND WILL BE REMOVED AFTER THE RESALE RESTRICTION TERMINATION DATE UPON THE REQUEST OF THE HOLDER AND THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY. Any ~~Note (or security issued in exchange or substitution therefor)~~ Restricted Securities as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note ~~registrar~~ Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section ~~2.05(b~~2.05(c). If the Restricted Security surrendered for exchange is represented by a Global Note bearing the legend set forth in this Section 2.05(c), the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the legend set forth in this Section 2.05(c) shall be increased by an equal principal amount. If a Global Note without the legend set forth in this Section 2.05(c) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. (id) ~~Until~~ Any Restricted Securities, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the ~~Issuer~~ Company or any Affiliate thereof may not be resold by the ~~Issuer~~ Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ~~Act~~Act in a transaction which results in such Notes or Common Stock, as the case may be, no longer being "restricted securities" (as defined under Rule 144). (e) The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members in any Global Indenture) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Advanced Medical Optics Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~Company 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, ~~redemption~~ repurchase or conversion shall (if so required by the ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any ~~Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes~~ Note or portions thereof surrendered for conversion pursuant to Article 14 10 or (cb) any ~~Notes~~ Note or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article 3. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and, in each case, a successor Depositary has not been appointed by the Company within ninety (90) calendar days, or (B) the Company, at its option, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes, subject to the procedures of the Depositary. Any Global Note exchanged pursuant to this Section 2.08(b)(ii) shall be so exchanged in whole and not in part. (iii) In addition, certificated Notes shall be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar, provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company shall promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.08(c) to bear the ~~legend~~ Restricted Note Legend set forth in ~~this Section 2.05(b)~~ Exhibit A (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes and required to bear the legend set forth in ~~Section 2.05(c)~~Exhibit B, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.08(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ Restricted Note Legend in Exhibit A and the legend set forth in Exhibit B) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.08(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. . (d) Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is (1) one year after the last date of the ~~holding period~~ original issuance of the Notes and (2) such later date, if any, as may be required by applicable ~~to sales thereof under Rule 144(k) under the Securities Act (or any successor provision)~~laws, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) a Restricted Security shall bear a legend in substantially the ~~following form~~form set forth in Exhibit A, as the Restricted Note Legend (or as set forth in Exhibit B, in the case of Common Stock issued upon conversion of the Notes), unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in ~~writing~~writing as set forth above, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. (e) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, ~~AS AMENDED~~ the holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (~~THE “SECURITIES ACT”~~or any successor Trustee, as applicable), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the ~~foregoing legend~~ Restricted Note Legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by ~~this~~ Section ~~2.05(b~~2.08(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the ~~expiration~~ Restricted Note Legend, the principal amount of the ~~holding period applicable~~ legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to ~~sales thereof under Rule 144(k) under~~ the ~~Securities Act (~~Depositary. The Company shall notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and, if applicable, promptly after a registration statement with respect to the Notes or any ~~successor provision), any stock certificate representing Ordinary Shares~~ Common Stock issued upon conversion of ~~any Restricted Note shall bear a legend in substantially~~ the ~~following form, unless such Ordinary Shares have been registered under a registration statement that~~ Notes has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIREDAct. Any ~~such Ordinary Shares~~ Common Stock issued upon conversion of the Notes as to which such restrictions on transfer shall have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such shares of ~~Ordinary Shares~~ Common Stock for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary Shares~~Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of ~~Ordinary Shares~~Common Stock, which shall not bear the restrictive legend required by ~~this Section 2.05(c).~~Exhibit B. (df) ~~Any Note or Ordinary Shares issued upon~~ Prior to the ~~conversion of a Note that is~~ Resale Restriction Termination Date, any Restricted Securities purchased or owned by the ~~Issuer~~ Company or any Affiliate thereof may not be resold by the ~~Issuer~~ Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ~~Act~~Act in a transaction which results in such Notes or Common Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144). The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the holders of Notes and all payments to be made to holders of Notes under the Notes shall be given or made only to or upon the order of the registered holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. (eg) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Exhibit (Gaylord Entertainment Co /De)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the “Note ~~register~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ 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,~~Registrar” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the Noteholder 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 ~~Issuer~~ Company 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 ~~Issuer~~ Company nor the Trustee nor any Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (a) any 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 ~~14 or~~ 14, (cd) any Notes or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to Section ~~3.02~~3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof, unless (A) the Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety (90) days or (ii) has ceased to be a clearing agency registered under the Exchange Act and a successor depositary has not been appointed by the Company within ninety days, (B) an Event of Default has occurred and the maturity of the Notes shall have been accelerated in accordance with Section 6.01 and any Noteholder shall have given written notice to the Company requesting the issuance of definitive Notes or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as among the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section ~~2.05(c~~2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends~~ legend below), ) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company, and the holder of each such Restricted Security, by such ~~Note holder~~Noteholder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and~~ this Section 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein~~. Until the expiration of the holding period applicable to sales thereof under Rule 144(k~~. (1) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than ~~Ordinary Shares~~Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section ~~2.05(c~~2.05(d), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES ~~LAWS~~ LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE ~~ABSENCE OF~~ FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A ~~REGISTRATION STATEMENT WITH RESPECT TO~~ “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~SO OFFERED~~ ACT) (OR ~~SOLD IN EFFECT~~ ANY SUCCESSOR PROVISIONS); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(b)(1) UNDER THE SECURITIES ACT (OR ~~AN OPINION~~ ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF ~~COUNSEL~~ THIS NOTE EXCEPT (~~SATISFACTORY~~ A) TO HEADWATERS INCORPORATED OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN ~~FORM AND SUBSTANCE TO~~ COMPLIANCE WITH RULE 144A UNDER THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.SECURITIES ACT,

Appears in 1 contract

Samples: Indenture (Headwaters Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept ~~at the Corporate Trust Office~~ a register (the ~~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~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. ~~The Note~~ 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~~ Company is ~~hereby~~ appointed the “Note ~~registrar,~~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 Note to the Note ~~registrar~~ Registrar or any co-~~registrar~~Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 Issuer, 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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer or the Note registrar~~Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and duly executed, ~~and the Notes shall be duly executed~~ by the ~~Noteholder~~ Holder thereof or ~~his attorney~~ its attorney-in-fact duly authorized in writing. No service charge shall be ~~made to any holder~~ 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 ~~Issuer~~ Company may require ~~payment by the holder of~~ a Holder to pay a sum sufficient to cover any ~~tax~~documentary, ~~assessment~~ stamp or ~~other governmental charge that may be imposed~~ similar issue or transfer tax required in connection ~~with any~~ 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 ~~exchange~~ registration of ~~Notes~~transfer. ~~Neither~~ None of the ~~Issuer nor~~ Company or the ~~Trustee nor any~~ Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (~~a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b~~i) any Notes surrendered for conversion ~~pursuant to~~ 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 14 15 or (ciii) any Notes ~~tendered~~ 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 ~~not withdrawn) pursuant~~ entitled to ~~Section 3.02~~the same benefits under this Agreement as the Notes surrendered upon such registration of transfer or exchange. (b) [Intentionally omitted] (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes ~~and~~ that is required to bear the legend set forth in Section ~~2.05(c~~2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those contained in the legend set forth ~~in the legends~~ below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the ~~Issuer,~~ Company; and the ~~holder~~ Holder of each such Restricted Security, by such ~~Note holder~~Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b~~this Section 2.05(c) and ~~2.05(c~~Section 2.05(d), the term “transfer” encompasses any sale, pledge, ~~loan,~~ transfer or other disposition whatsoever of any Restricted ~~Security or any interest therein~~Security. Until the date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of original issuance of the Notes, (2) the expiration of ~~the~~ any applicable holding period ~~applicable~~ with respect to ~~sales thereof under~~ the Notes pursuant to Rule ~~144(k) under the Securities Act (~~144 or any successor ~~provision~~provision thereto, and (3) the date on which the Notes constitute “Covered Securities” under clause (1), (2) or (3) of the definition of “Covered Securities” under Section 18 of the Securities Act, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than ~~Ordinary Shares~~Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section ~~2.05(c~~2.05(d), if applicable) shall bear a legend in substantially the following form, unless such ~~Note has~~ Notes have been ~~sold~~ (i) (x) transferred pursuant to a registration statement that has become or been declared effective under the Securities Act (and ~~which~~ that continues to be effective at the time of such ~~transfer)~~transfer and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (ii) (x) transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities Act and (y) subsequent transfers are not subject to restrictions under applicable state securities laws, or (iii) unless otherwise agreed by the ~~Issuer~~ Company in writing, with ~~written~~ notice thereof to the ~~Trustee~~Representative; provided, that if the proposed transfer will be made pursuant to clause (ii) above, the Holder must, prior to such transfer, furnish to the Company such certifications, Opinions of Counsel and other information as the Company may reasonably require and on forms reasonably approved by the Company, including a customary release from the transferor and a non-disclosure agreement, to determine that such transfer is being made in accordance with such clause: THE SALE OF THIS NOTE ~~EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE~~ HAS NOT BEEN REGISTERED UNDER THE ~~UNITED STATES~~ U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ~~OR ANY STATE SECURITIES LAWS~~ AND, ACCORDINGLY, PRIOR TO THE RESALE RESTRICTION TERMINATION DATE (AS DEFINED BELOW), THIS NOTE MAY NOT BE ~~OFFERED~~ OFFERED, PLEDGED, RESOLD OR ~~SOLD~~ OTHERWISE TRANSFERRED, EXCEPT: (A) TO APEX CLEARING HOLDINGS LLC (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; (B) PURSUANT TO, AND IN ~~THE ABSENCE OF~~ ACCORDANCE WITH, A REGISTRATION STATEMENT ~~WITH RESPECT TO~~ THAT IS EFFECTIVE UNDER THE SECURITIES ~~SO OFFERED OR SOLD~~ ACT AT THE TIME OF SUCH TRANSFER; (C) TO A PERSON THAT (1) YOU REASONABLY BELIEVE TO BE A QUALIFIED INSTITUTIONAL BUYER IN ~~EFFECT~~ COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (2) IS AN ~~OPINION~~ ACCREDITED INSTITUTIONAL INVESTOR, WITHIN THE MEANING OF ~~COUNSEL~~ CLAUSES (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision1), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (~~and which continues to be effective at the time of such exchange~~2), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (~~THE “SECURITIES ACT”~~3), ~~OR ANY STATE SECURITIES LAWS AND~~(7), ~~ACCORDINGLY~~(8), ~~MAY NOT BE OFFERED OR SOLD IN THE ABSENCE~~ (9) AND (12) OF ~~A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT~~ RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c).ACT; OR (dD) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ActUNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING, IF AVAILABLE, THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT), IN EACH CASE, SUBJECT TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Note Issuance Agreement (Northern Star Investment Corp. II)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (ai) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this ~~Section 2.05~~‎Section 2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to ~~Section~~ ‎Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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 ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and to the Trustee or Registrar, and the Notes shall be duly executed by the ~~Noteholder~~ Holder thereof or ~~his~~ its 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any Notes or portions thereof surrendered for ~~a period of fifteen (15) days next preceding any selection of Notes~~ conversion pursuant to ~~be redeemed,~~ ‎Article 10 or (b) any Notes ~~surrendered for conversion pursuant to Article 14~~ or ~~(c) any Notes~~ portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~‎Article 3. (b) Every Note that bears or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth in the legends below), unless such restrictions on transfer shall be waived by written consent of the Issuer, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

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

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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 ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any ~~Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes~~ Note or portions thereof surrendered for conversion pursuant to Article 14 10 or (cb) any ~~Notes~~ Note or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article 3. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless: (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary has not been appointed within 60 calendar days; (B) the Depositary has ceased to be registered as a clearing agency under the Exchange Act and a successor Depositary has not been appointed within 60 calendar days; or (C) an Event of Default with respect to the Notes has occurred and is continuing and the Depositary requests that its Notes be issued in physical, certificated form. (iii) In addition, certificated Notes shall be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or for any portion of a Global Note pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar; provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the books and records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company shall promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.08(c) to bear the ~~legend set forth in this Section 2.05(b)~~ Restricted Note Legend (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes and required to bear the ~~legend set forth in Section 2.05(c)~~Restricted Common Stock Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.08(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ Restricted Note Legend and the Restricted Common Stock Legend) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note holder~~xxxxxx’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.08(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. . (d) Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of the ~~holding~~ original issuance of the Notes, or such shorter period ~~applicable to sales thereof under~~ of time as permitted by Rule ~~144(k)~~ 144 under the Securities Act (or any successor ~~provision)~~provision thereunder, and (2) such later date, if any, as may be required by applicable laws, any certificate evidencing ~~such~~ a Restricted Security shall bear the Restricted Note Legend (~~and all securities issued~~ or in ~~exchange therefor or substitution thereof, other than Ordinary Shares, if any,~~ the case of Common Stock issued upon conversion ~~thereof~~of the Notes, ~~which shall bear~~ the ~~legend set forth in Section 2.05(c~~Restricted Common Stock Legend)~~, if applicable) shall bear a legend in substantially the following form~~, unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in ~~writing~~writing as set forth above, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. After the Resale Restriction Termination Date, ~~AS AMENDED~~ the Restricted Note Legend shall be deemed no longer applicable to the Notes. (~~THE “SECURITIES ACT”~~e) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, the Holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (or any successor Trustee, as applicable), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the ~~foregoing legend~~ Restricted Note Legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by ~~this~~ Section ~~2.05(b~~2.08(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the ~~expiration~~ Restricted Note Legend, the principal amount of the ~~holding period applicable~~ legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to ~~sales thereof under Rule 144(k) under~~ the ~~Securities Act (or any successor provision), any stock certificate representing Ordinary Shares~~ Depositary. The Company shall notify the Trustee in writing upon the Trustee’s request of the occurrence of the Resale Restriction Termination Date. Any Common Stock issued upon conversion of ~~any Restricted Note shall bear a legend in substantially~~ the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares Notes as to which such restrictions on transfer shall have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such shares of ~~Ordinary Shares~~ Common Stock for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary Shares~~Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of ~~Ordinary Shares~~Common Stock, which shall not bear the ~~restrictive legend required by this Section 2.05(c)~~Restricted Common Stock Legend. (df) ~~Any Note~~ The Trustee shall have no responsibility or ~~Ordinary Shares issued~~ obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the ~~conversion~~ order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a ~~Note that is purchased or owned~~ Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the ~~Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant~~ Depositary with respect to ~~an exemption from the registration requirements of the Securities Act~~its Agent Members. (eg) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Stone Energy Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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 ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ Holder thereof or ~~his~~ its 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 ~~Issuer~~ 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 Issuer nor the Trustee nor any Note registrar shall be required to exchange or register a transfer of (a) any 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 14 or (c) any Notes tendered for redemption (and not withdrawn) pursuant to Section 3.02. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor depositary has not been appointed by the Company within 90 calendar days, or (B) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Notes exchanged pursuant to this Section 2.08(b)(ii) shall be so exchanged in whole and not in part. (iii) In addition, certificated Notes will be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar, provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company will promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be cancelled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced by the Trustee and the Depositary in their records. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.08(c) to bear the legend set forth in this Section ~~2.05(b~~2.08(c) (together with any ~~Ordinary Shares~~ Class A Common Stock issued upon conversion of the Notes and required to bear the legend set forth in ~~Section 2.05(c)~~Exhibit B, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.08(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ legend below and the legend set forth in Exhibit B) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.08(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. ~~Until~~ Prior to the ~~expiration~~ date one year following the later of the ~~holding period applicable to sales thereof under Rule 144(k) under~~ Closing Date and the ~~Securities Act (or any successor provision)~~Issue Date of the last subsequent issuance of the Notes and Subsidiary Guarantees, if any, any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) a Restricted Security shall bear a legend in substantially the following ~~form~~form (or as set forth in Exhibit B, in the case of Class A Common Stock issued upon conversion of the Notes), unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in ~~writing~~writing as set forth above, with written notice thereof to the Trustee: ~~THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~In connection with any transfer of the Notes and Subsidiary Guarantees prior to the date one year following the later of the Closing Date and the Issue Date of the last subsequent issuance of the Notes and Subsidiary Guarantees, ~~AS AMENDED~~ if any (~~THE “SECURITIES ACT”~~other than a transfer pursuant to clause (2)(C) above), ~~OR ANY STATE SECURITIES LAWS AND~~the Holder must complete and deliver the transfer certificate contained in this Indenture to the Trustee (or any successor Trustee, ~~ACCORDINGLY~~as applicable). If the proposed transfer is pursuant to clause (2)(D) above, ~~MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL~~ the Holder must, prior to such transfer, furnish to the Trustee (~~SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER~~or any successor Trustee, as applicable), such certifications, legal opinions or other information as the Company may reasonably require to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The legend set forth above will be removed upon the earlier of the transfer of the Notes evidenced thereby pursuant to clause (2)(C) ~~THAT SUCH REGISTRATION IS NOT REQUIRED~~above or the expiration of one year following the later of the Closing Date and the Issue Date of the last subsequent issuance of the Notes and Subsidiary Guarantees (including any Additional Notes issued pursuant to Section 2.14). Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section ~~2.05(b~~2.08(c). If such Restricted Security surrendered for exchange is represented by a Global Note bearing the legend set forth in this Section 2.08(c), the principal amount of the legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the legend set forth in this Section 2.08(c) shall be increased by an equal principal amount. If a Global Note without the legend set forth in this Section 2.08(c) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Notes to the Depositary. In the event Rule 144(b)(1)(i) as promulgated under the Securities Act is amended to change the one-year period under Rule 144(b)(1)(i), then, the references in the restrictive legend set forth above to “one year,” and in the corresponding transfer restrictions described above included in this Indenture and the Notes and with respect to shares of the Class A Common Stock will be deemed to refer to such changed period, from and after receipt by the Trustee of an Officers’ Certificate and Opinion of Counsel evidencing such changes. However, such changes will not be made if they are otherwise prohibited by, or would otherwise cause a violation of, the federal securities laws applicable at the time. As soon as practicable after the Company knows of the effectiveness of any such amendment to change the one-year period under Rule 144(b)(1)(i), unless such changes would otherwise be prohibited by, or would otherwise cause a violation of, the federal securities laws applicable at the time, the Company will provide to the Trustee an Officers’ Certificate and Opinion of Counsel evidencing such changes as to the effectiveness of such amendment and the effectiveness of such change to the restrictive legends and transfer restrictions. (id) ~~Until~~ Any Restricted Securities, prior to the expiration of the holding period applicable to sales thereof under Rule ~~144(k)~~ 144 under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the ~~Issuer~~ Company or any Affiliate thereof may not be resold by the ~~Issuer~~ Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ~~Act~~Act in a transaction which results in such Notes or Class A Common Stock, as the case may be, no longer being “restricted securities” (as defined under Rule 144). (e) The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Central European Media Enterprises LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept ~~at the Corporate Trust Office~~ a register (the ~~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~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. ~~The Note~~ 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~~ Company is ~~hereby~~ appointed the “Note ~~registrar,~~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 Note to the Note ~~registrar~~ Registrar or any ~~co-registrar~~co- Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 Issuer, 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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer or the Note registrar~~Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and duly executed, ~~and the Notes shall be duly executed~~ by the ~~Noteholder~~ Holder thereof or ~~his attorney~~ its attorney-in-fact duly authorized in writing. No service charge shall be ~~made to any holder~~ 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 ~~Issuer~~ Company may require ~~payment by the holder of~~ a Holder to pay a sum sufficient to cover any ~~tax~~documentary, ~~assessment~~ stamp or ~~other governmental charge that may be imposed~~ similar issue or transfer tax required in connection ~~with any~~ 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 ~~exchange~~ registration of ~~Notes~~transfer. ~~Neither~~ None of the ~~Issuer nor~~ Company or the ~~Trustee nor any~~ Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (~~a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b~~i) any Notes surrendered for conversion ~~pursuant to~~ 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 14 15 or (ciii) any Notes ~~tendered~~ 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 ~~not withdrawn) pursuant~~ entitled to ~~Section 3.02~~the same benefits under this Agreement as the Notes surrendered upon such registration of transfer or exchange. (b) [Intentionally omitted] (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes ~~and~~ that is required to bear the legend set forth in Section ~~2.05(c~~2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those contained in the legend set forth ~~in the legends~~ below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the ~~Issuer,~~ Company; and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.the

Appears in 1 contract

Samples: Note Issuance Agreement (Appgate, Inc.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office ~~and~~ or in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02 being herein sometimes collectively referred to as~~ 4.02, the “Note ~~register~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. ~~The Note~~ 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~~ Bank of New York Mellon, Singapore Branch is hereby initially appointed the “Note ~~registrar,~~Registrar” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-~~registrars~~ Note Registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-~~registrar~~Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 Indenture~~Section 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 Issuer, 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 ~~Issuer or~~ Company, the Trustee, the Note ~~registrar~~Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and duly executed, ~~and the Notes shall be duly executed~~ by the ~~Noteholder~~ 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 ~~Issuer~~ Company may require ~~payment by the holder of~~ a Holder to pay a sum sufficient to cover any ~~tax~~documentary, ~~assessment~~ stamp or ~~other governmental charge that may be imposed~~ similar issue or transfer tax required in connection ~~with any~~ 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 ~~exchange~~ registration of ~~Notes~~transfer. ~~Neither~~ None of the ~~Issuer nor~~ Company, the ~~Trustee nor~~ Trustee, the Note Registrar or any co-Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (~~a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b~~i) any Notes surrendered for conversion ~~pursuant to Article 14~~ or, if a portion of any Note is surrendered for conversion, such portion thereof surrendered for conversion or (cii) any ~~Notes tendered~~ Notes, or a portion of any Note, surrendered for ~~redemption~~ repurchase (and not withdrawn) ~~pursuant~~ 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 ~~Section 3.02~~the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange. (b) Every Note that bears or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together with any Ordinary Shares ~~issued~~ represented thereby) delivered upon conversion of the Notes ~~and~~ that is required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections~~ this Section 2.05(b) ~~and 2.05 (c), as applicable~~ (including ~~those~~ the legend set forth ~~in the legends~~ below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the ~~Issuer~~Company, and the ~~holder~~ Holder of each such Restricted Security, by such ~~Note holder~~Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections~~ this Section 2.05(b) and Section 2.05(c), the term “transfer” encompasses any sale, pledge, ~~loan,~~ transfer or other disposition whatsoever of any Restricted ~~Security or any interest therein~~Security. ~~Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any~~ Any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary ~~Shares, if any,~~ Shares issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following ~~form,~~ form (unless such ~~Note has~~ Notes have been ~~sold~~ transferred pursuant to a registration statement that has become or been declared effective under the Securities Act (and ~~which~~ that continues to be effective at the time of such transfer), or pursuant to the exemption from registration under the Securities Act, or unless otherwise agreed by the ~~Issuer~~ Company in writing, with ~~written~~ notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY~~ ): THIS SECURITY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION ~~THEREOF~~ OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)~~, OR ANY STATE~~ . THIS NOTE AND THE SECURITIES ~~LAWS AND, ACCORDINGLY,~~ REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE ~~OFFERED~~ TRANSFERRED OR ~~SOLD~~ RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS. PRIOR TO THE EXPIRATION OF 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF THIS SECURITY AND THE LATEST CLOSING DATE (THE “DISTRIBUTION COMPLIANCE PERIOD”), THIS SECURITY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ~~ABSENCE OF A~~ UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT (1) TO MAKEMYTRIP LIMITED (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; (2) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT; (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THIS SECURITY OR ORDINARY SHARES; (4) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH ~~RESPECT TO~~ RULE 144A UNDER THE SECURITIES ~~SO OFFERED OR SOLD IN EFFECT~~ ACT; OR (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ~~AN OPINION~~ ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF ~~COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE~~ THE SECURITIES ACT. PRIOR TO THE ~~ISSUER)~~ REGISTRATION OF ANY TRANSFER, THE COMPANY AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT ~~SUCH~~ THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION ~~IS NOT REQUIRED~~REQUIREMENTS OF THE SECURITIES ACT. EACH HOLDER, BY ITS ACCEPTANCE OF THIS SECURITY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall ~~have expired in accordance with their terms or~~ no longer be applicable as determined according to ~~conditions for removal of the foregoing legend set forth therein have been satisfied may~~this Section 2.05(b), upon surrender of such Note for exchange to the Note ~~registrar~~ Registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). The Company shall promptly notify the Trustee after a registration statement, if any, with respect to the Notes or the Ordinary Shares issued upon conversion of the Notes has been declared effective under the Securities Act. (ic) ~~Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock~~ Any certificate representing Ordinary Shares issued upon conversion of ~~any Restricted~~ such Note shall bear a legend in substantially the following ~~form,~~ form (unless the Note or such Ordinary Shares have been ~~registered under~~ transferred pursuant to a registration statement that has become or been declared effective under the Securities Act (and ~~which~~ that continues to be effective at the time of such ~~exchange)~~transfer, or pursuant to the exemption from registration then in force under the Securities Act or unless otherwise agreed by the ~~Issuer in writing~~ Company with written notice thereof to the Trustee and any transfer ~~agent:~~ agent for the Ordinary Shares): THE ORDINARY SHARES ~~EVIDENCED~~ REPRESENTED HEREBY ~~HAS~~ HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). PRIOR TO THE EXPIRATION OF 40 DAYS AFTER THE DATE THE ORDINARY SHARES REPRESENTED HEREBY ARE ISSUED (THE “DISTRIBUTION COMPLIANCE PERIOD”), ~~OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY,~~ THIS SECURITY AND THE ORDINARY SHARES REPRESENTED HEREBY MAY NOT BE ~~OFFERED~~ OFFERED, SOLD, PLEDGED OR ~~SOLD~~ OTHERWISE TRANSFERRED IN THE ~~ABSENCE OF A~~ UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT (1) TO MAKEMYTRIP LIMITED (THE “COMPANY”) OR ANY SUBSIDIARY THEREOF; (2) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT; (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OF THE COMPANY THAT COVERS THE RESALE OF THE ORDINARY SHARES; (4) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH ~~RESPECT TO~~ RULE 144A UNDER THE SECURITIES ~~SO OFFERED OR SOLD IN EFFECT~~ ACT; OR (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ~~AN OPINION~~ ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF ~~COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE~~ THE SECURITIES ACT. PRIOR TO THE ~~ISSUER)~~ REGISTRATION OF ANY TRANSFER, THE COMPANY OR ANY OF ITS AGENTS RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT ~~SUCH~~ THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION ~~IS NOT REQUIRED~~REQUIREMENTS OF THE SECURITIES ACT. EACH HOLDER, BY ITS ACCEPTANCE OF THE ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. Any such Ordinary Shares as to which such restrictions on transfer shall no longer be applicable, as determined in accordance with this Section 2.05(c), have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such ~~shares of~~ Ordinary Shares for ~~exchange in accordance with the procedures of the transfer agent for the Ordinary Shares~~exchange, be exchanged for a new certificate or certificates for a like aggregate number ~~of shares~~ of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares ~~issued~~ delivered upon the conversion or exchange of a any Note that is ~~purchased or owned~~ held by ~~the Issuer or~~ any Affiliate ~~thereof~~ of the Company may not be ~~resold~~ sold by ~~the Issuer or~~ such Affiliate unless registered under the Securities Act or resold pursuant to an exemption ~~from~~ from, or in a transaction not subject to, the registration requirements of the Securities Act~~. (e)~~ . The ~~Trustee~~ Company shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in cause any Note ~~other than~~ that is repurchased or owned by it to ~~require delivery of such certificates and other documentation or evidence as are expressly required by, and~~ be surrendered to ~~do so if and when expressly required by~~ the ~~terms of, this Indenture, and to examine the same to determine substantial compliance as to form~~ Trustee for cancellation in accordance with ~~the express requirements hereof~~Section 2.07.

Appears in 1 contract

Samples: Indenture (MakeMyTrip LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02~~ 4.14 being herein sometimes collectively referred to as the ~~“Note register”~~"NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ 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,” and does hereby accept such appointment,~~ "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section ~~4.02~~4.14. Upon surrender for registration of transfer of any Note to the Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~4.14. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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 ~~conversion~~ repurchase shall (if so required by the ~~Issuer~~ Company or the Note registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company or the Note registrar, as the case may be, and the Notes shall be duly executed by the 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 either the ~~Issuer~~ Company, the Trustee or both 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 ~~Issuer~~ Company nor the Trustee nor any Note registrar shall be required to exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, or (b) any Notes ~~surrendered for conversion pursuant to Article 14~~ or ~~(c) any Notes tendered~~ portions thereof called for redemption ~~(and not withdrawn)~~ pursuant to Section 3.02. (b) ~~Every~~ The following provisions shall apply only to Global Notes: (i) Each Global Note ~~that bears or is required~~ authenticated under this ~~Section 2.05(b~~Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) ~~to bear the legend set forth~~ Notwithstanding any other provision in this ~~Section 2.05(b~~Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (~~together~~ i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90 days, (B) an Event of Default has occurred and is continuing and the maturity of the Notes shall have been accelerated in accordance with ~~any Ordinary Shares issued upon conversion~~ the terms of the Notes and any holder shall have requested in writing the issuance of definitive certificated securities, or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above and which is not a Global Note shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to ~~bear~~ be exchanged in whole shall be surrendered by the ~~legend set forth~~ Depositary to the Trustee, as Note registrar. With regard to any Global Note to be exchanged in ~~Section 2.05(c)~~part, ~~collectively~~either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the ~~“Restricted Securities”)~~ principal amount thereof shall be ~~subject~~ reduced, by an amount equal to the ~~restrictions~~ portion thereof to be so exchanged, by means of an appropriate adjustment made on ~~transfer set forth~~ the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in ~~Sections 2.05(b~~clause (ii) ~~and 2.05~~ above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (c)v) Neither any members of, ~~as applicable~~ or participants in, the Depositary (~~including those set forth~~ "AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the ~~legends below), unless such restrictions on transfer shall be waived by written consent~~ name of the ~~Issuer~~Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of ~~each~~ such ~~Restricted Security~~Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note ~~holder’s acceptance~~ have been redeemed, repurchased, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, ~~agrees to~~ be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed canceled by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired Trustee in accordance with ~~their terms~~ standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, converted, canceled or ~~as to conditions~~ exchanged for ~~removal of~~ Notes in certificated form, the ~~foregoing legend set forth therein have been satisfied may, upon surrender~~ principal amount of such Global Note ~~for exchange to the Note registrar~~ shall, in accordance with the ~~provisions of this Section 2.05~~standing procedures and instructions existing between the Depositary and the Custodian, be ~~exchanged for a new Note~~ appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or ~~Notes~~the Custodian, ~~of like tenor and aggregate principal amount, which shall not bear~~ at the ~~restrictive legend required by this Section 2.05(b). (i) Until the expiration~~ direction of the ~~holding period applicable~~ Trustee, to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless reflect such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c)reduction. (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Agco Corp /De)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. ~~(a)~~ The ~~Issuer~~ Company shall cause to be kept at ~~the Corporate Trust Office~~ its executive offices a register (the ~~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”~~Register") in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The Note ~~register~~ 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 Note to the ~~Note registrar or any co-registrar,~~ Company and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.4 and in the Agreement, the ~~Issuer~~ 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 Indenture~~the 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 ~~Issuer pursuant to Section 4.02~~Company. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall ~~execute,~~ execute and ~~the Trustee shall authenticate and deliver,~~ deliver the Notes which the 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 ~~Issuer~~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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer or the Note registrar~~Company) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the 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 ~~Issuer~~ Company 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 Issuer nor the Trustee nor any Note registrar shall be required to exchange or register a transfer of (a) any 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 14 or (c) any Notes tendered for redemption (and not withdrawn) pursuant to Section 3.02. (b) Every Note that bears or is required under this Section 2.05(b) to bear the legend set forth in this Section 2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in Sections 2.05(b) and 2.05 (c), as applicable (including those set forth in the legends below), unless such restrictions on transfer shall be waived by written consent of the Issuer, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

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

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ 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 ~~Issuer~~ 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,” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer~~ Company or the Note registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company or the Note registrar, as the case may be, and the Notes shall be duly executed by the 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 either the ~~Issuer~~ Company, the Trustee or both 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 ~~Issuer~~ Company nor the Trustee nor any Note registrar shall be required to exchange or register a transfer of (a) any 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 ~~14 or~~ 14, (cd) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section ~~3.02~~3.05 or (e) any Notes or portions thereof tendered for repurchase (and not withdrawn) pursuant to Section 3.06. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90 days, (B) an Event of Default has occurred and is continuing and the Maturity of the Notes shall have been accelerated in accordance with the terms of the Notes and any holder shall have requested in writing the issuance of definitive certificated securities, or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above and which is not a Global Note shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section ~~2.05(c~~2.05(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends~~ legend below), ) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company, and the holder of each such Restricted Security, by such ~~Note holder~~Noteholder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections ~~2.05(b~~2.05(c) and ~~2.05(c~~2.05(d), the term “transfer” encompasses any sale, pledge, loan, ~~transfer~~ transfer, assignment, conveyance or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than ~~Ordinary Shares~~Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section ~~2.05(c~~2.05(d), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the ~~Issuer~~ Company in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY ~~AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE~~ HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE ~~ABSENCE OF~~ FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A ~~REGISTRATION STATEMENT WITH RESPECT TO~~ “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~SO OFFERED OR SOLD IN EFFECT~~ ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THE NOTE EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ~~AN OPINION~~ ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF ~~COUNSEL~~ THIS NOTE EXCEPT (~~SATISFACTORY~~ A) TO NII HOLDINGS, INC. OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN ~~FORM AND SUBSTANCE~~ COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT; (C) PURSUANT TO THE ~~ISSUER~~EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER); (3) PRIOR TO SUCH TRANSFER (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (2)(D) ABOVE), IT WILL FURNISH TO WILMINGTON TRUST COMPANY, AS TRUSTEE (OR A SUCCESSOR TRUSTEE, AS APPLICABLE), SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (4) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS ~~NOT REQUIRED~~TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THIS NOTE PURSUANT TO CLAUSE (2)(D) ABOVE OR UPON ANY TRANSFER OF THIS NOTE UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION). THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTION. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section ~~2.05(b~~2.05(c). If the Restricted Security surrendered for exchange is represented by a Global Note bearing the legend set forth in this Section 2.05(c), the principal amount of the legended Global Note shall be reduced by the appropriate principal amount and the principal amount of a Global Note without the legend set forth in this Section 2.05(c) shall be increased by an equal principal amount. If a Global Note without the legend set forth in this Section 2.05(c) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. (id) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing ~~Ordinary Shares~~ Common Stock issued upon conversion of any ~~Restricted~~ Note shall bear a legend in substantially the following form, unless such ~~Ordinary Shares have~~ Common Stock has been ~~registered under~~ sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such ~~exchange)~~transfer) or such Common Stock has been issued upon conversion of Notes that have been transferred pursuant to a registration statement that has been declared effective under the Securities Act, or unless otherwise agreed by the ~~Issuer~~ Company in writing with written notice thereof to the transfer agent: THE ~~ORDINARY SHARES~~ COMMON STOCK EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE ~~ABSENCE~~ FOLLOWING SENTENCE. THE HOLDER HEREOF AGREES THAT, UNTIL THE EXPIRATION OF ~~A REGISTRATION STATEMENT WITH RESPECT~~ THE HOLDING PERIOD APPLICABLE TO SALES OF THE ~~SECURITIES SO OFFERED OR SOLD IN EFFECT~~ COMMON STOCK EVIDENCED HEREBY, UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ~~AN OPINION OF COUNSEL~~ ANY SUCCESSOR PROVISION), (~~SATISFACTORY IN FORM AND SUBSTANCE~~ 1) IT WILL NOT RESELL OR OTHERWISE TRANSFER THE COMMON STOCK EVIDENCED HEREBY EXCEPT (A) TO ~~THE ISSUER~~NII HOLDINGS, INC. OR TO ANY SUBSIDIARY THEREOF, (B) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.TO A

Appears in 1 contract

Samples: Indenture (Nii Holdings Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this ~~Section 2.05~~‎Section 2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to ~~Section~~ ‎Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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 ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and to the Trustee or Registrar, and the Notes shall be duly executed by the ~~Noteholder~~ Holder thereof or ~~his~~ its 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any Notes or portions thereof surrendered for ~~a period of fifteen (15) days next preceding any selection of Notes~~ conversion pursuant to ~~be redeemed,~~ ‎Article 10 or (b) any Notes ~~surrendered for conversion pursuant to Article 14~~ or ~~(c) any Notes~~ portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~‎Article 3. (b) ~~Every~~ The following provisions shall apply only to Global Notes: (i) Each Global Note ~~that bears or is required~~ authenticated under this ~~Section 2.05(b~~Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) ~~to bear the legend set forth~~ Notwithstanding any other provision in this ~~Section 2.05(b~~Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof, or to a successor Depositary or any nominee thereof, unless: (A) the Depositary (~~together with any Ordinary Shares issued upon conversion of~~ x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor depositary has not been appointed by the Company within 90 calendar days, or (B) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes ~~and required~~ represented by Global Notes. Any Global Notes exchanged pursuant to ~~bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”~~this ‎Section 2.08(b)‎(ii) shall be ~~subject~~ so exchanged in whole and not in part. (iii) In addition, certificated Notes will be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with its customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause ‎(ii) or ‎(iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the ~~restrictions~~ Registrar, provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on ~~transfer set forth~~ the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in ~~Sections 2.05(b~~clause ‎(ii) ~~and 2.05~~ above or upon any request described in clause ‎(iii) above, the Company will promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (c)vi) Neither any members of, ~~as applicable~~ or participants in, the Depositary (~~including those set forth~~ “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the ~~legends below), unless such restrictions on transfer shall be waived by written consent~~ name of the ~~Issuer~~Depositary or any nominee thereof, and the ~~holder~~ Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of ~~each~~ the Company or the Trustee as the absolute owner and Holder of such ~~Restricted Security~~Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or shall impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note ~~holder’s acceptance~~ have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, ~~agrees to~~ be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed cancelled by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired Trustee in accordance with ~~their terms or as to conditions for removal~~ customary practices and procedures of the ~~foregoing legend set forth therein have been satisfied may~~Depositary and the custodian for the Global Note. At any time prior to such cancellation, ~~upon surrender~~ if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note ~~for exchange to the Note registrar~~ shall, in accordance with the ~~provisions of this Section 2.05~~standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be ~~exchanged for a new Note or Notes, of like tenor~~ appropriately reduced by the Trustee and ~~aggregate principal amount, which shall not bear~~ the ~~restrictive legend required by this Section 2.05(b)~~Depositary in their records. (ic) ~~Until~~ Notwithstanding anything to the ~~expiration~~ contrary herein or in the Notes, the Company and the Trustee may refuse to effect any transfer of ~~the holding period applicable~~ a Note prior to ~~sales thereof under Rule 144(k~~being provided with such information or documentation (including, without limitation, legal opinions) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to as may be ~~effective at the time of such exchange), or unless otherwise agreed~~ reasonably required by the ~~Issuer in writing~~ Company or the Trustee to ensure that such transfer would comply with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c)U.S. federal and state securities laws. (d) ~~Any Note~~ The Trustee shall have no responsibility or ~~Ordinary Shares issued~~ obligation to any Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the ~~conversion~~ order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a ~~Note that is purchased or owned~~ Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely conclusively, and shall be fully protected in relying, upon information furnished by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) Depositary. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Senior Convertible Notes Indenture (Central European Media Enterprises LTD)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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 ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any ~~Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes~~ Note or portions thereof surrendered for conversion pursuant to Article 14 10 or (cb) any ~~Notes~~ Note or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article 3. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless: (A) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary has not been appointed within 60 calendar days; (B) the Depositary has ceased to be registered as a clearing agency under the Exchange Act and a successor Depositary has not been appointed within 60 calendar days; or (C) an Event of Default with respect to the Notes has occurred and is continuing and the beneficial owner requests that its Notes be issued in physical, certificated form. (iii) In addition, certificated Notes shall be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or for any portion of a Global Note pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the Trustee, as Registrar; provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the books and records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company shall promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (vi) Neither any members of, or participants in, the Depositary (the “Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.08(c) to bear the ~~legend set forth in this Section 2.05(b)~~ Restricted Note Legend (together with any ~~Ordinary Shares~~ Company Common Stock issued upon conversion of the Notes and required to bear the ~~legend set forth in Section 2.05(c)~~Restricted Company Common Stock Legend, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.08(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ Restricted Note Legend and the Restricted Company Common Stock Legend) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.08(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the ~~expiration~~ date (the “Resale Restriction Termination Date”) that is the later of (1) the date that is one year after the last date of the ~~holding~~ original issuance of the Notes (including the issuance of Notes in connection with the exercise by the Initial Purchasers of their option to purchase additional Notes as set forth in the Purchase Agreement), or such shorter period ~~applicable to sales thereof under~~ of time as permitted by Rule ~~144(k)~~ 144 under the Securities Act (or any successor ~~provision)~~provision thereunder, and (2) such later date, if any, as may be required by applicable laws, any certificate evidencing ~~such~~ a Restricted Security shall bear the Restricted Note Legend (~~and all securities issued~~ or in ~~exchange therefor or substitution thereof, other than Ordinary Shares, if any,~~ the case of Company Common Stock issued upon conversion ~~thereof~~of the Notes, ~~which shall bear~~ the ~~legend set forth in Section 2.05(c~~Restricted Company Common Stock Legend)~~, if applicable) shall bear a legend in substantially the following form~~, unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in ~~writing~~writing as set forth above, with written notice thereof to the Trustee~~: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933~~. After the Resale Restriction Termination Date, ~~AS AMENDED~~ the Restricted Note Legend shall be deemed no longer applicable to the Notes. (~~THE “SECURITIES ACT”~~d) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, the Holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (or any successor Trustee, as applicable), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any ~~Note (or security issued in exchange or substitution therefor)~~ Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the ~~foregoing legend~~ Restricted Note Legend set forth therein have been satisfied may, upon surrender of such ~~Note~~ Notes for exchange to the ~~Note registrar~~ Registrar in accordance with the provisions of this Section ~~2.05~~2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by ~~this~~ Section ~~2.05(b~~2.08(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the ~~expiration~~ Restricted Note Legend, the principal amount of the ~~holding period applicable~~ legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to ~~sales thereof under Rule 144(k) under~~ the ~~Securities Act (or any successor provision), any stock certificate representing Ordinary Shares~~ Depositary. The Company shall notify the Trustee in writing upon the Trustee’s request of the occurrence of the Resale Restriction Termination Date. Any Company Common Stock issued upon conversion of ~~any Restricted Note shall bear a legend in substantially~~ the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares Notes as to which such restrictions on transfer shall have expired in accordance with their terms ~~or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied~~ may, upon surrender of the certificates representing such shares of ~~Ordinary Shares~~ Company Common Stock for exchange in accordance with the procedures of the transfer agent for the ~~Ordinary Shares~~Company Common Stock, be exchanged for a new certificate or certificates for a like aggregate number of shares of ~~Ordinary Shares~~Company Common Stock, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities ActRestricted Company Common Stock Legend. (e) The Trustee shall have no responsibility or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Agent Members. (f) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Jarden Corp)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02~~ 4.05 being herein sometimes collectively referred to as the “Note ~~register~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The Note ~~register~~ 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,~~Registrar” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section ~~4.02~~4.05. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~4.05. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the ~~Noteholder~~ 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 ~~Issuer~~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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ holder thereof or ~~his~~ such holder’s 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 ~~Issuer~~ Company 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 Issuer nor the Trustee nor any Note registrar shall be required to exchange or register a transfer of (a) any 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 14 or (c) any Notes tendered for redemption (and not withdrawn) pursuant to Section 3.02. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (1) the Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor depositary has not been appointed by the Company within 90 days, (2) an Event of Default has occurred and is continuing or (3) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (1) or (2) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (3) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, repurchased, converted, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes and required to bear the legend set forth in ~~Section 2.05(c)~~Exhibit B, collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends below),~~ legend below and the legend set forth in Exhibit B) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company, and the holder of each such Restricted Security, by such ~~Note~~ holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and~~ this Section 2.05(c), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales ~~thereof~~ of Restricted Securities under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) a Restricted Security shall bear a legend in substantially the following ~~form~~form (or as set forth in Exhibit B, in the case of Common Stock issued upon conversion of the Notes), unless such ~~Note~~ Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in writing, with written notice thereof to the Trustee: THE ~~NOTE~~ SECURITY EVIDENCED ~~HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE~~ BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE ~~UNITED STATES~~ SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ~~ACT~~ACT OF 1933”), OR ANY STATE SECURITIES ~~LAWS AND~~LAWS, ~~ACCORDINGLY,~~ AND MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE ~~ABSENCE OF~~ FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT IT IS A ~~REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD~~ “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN ~~EFFECT~~ RULE 144A UNDER THE SECURITIES ACT ~~OR AN OPINION~~ OF ~~COUNSEL~~ 1933; (~~SATISFACTORY IN FORM AND SUBSTANCE~~ 2) AGREES THAT IT WILL NOT, PRIOR TO THE ~~ISSUER~~DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF SUCH SECURITY EXCEPT (A) TO THE MACERICH COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OF 1933 (IF AVAILABLE), OR (D) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933 AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER; AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THE SECURITY EVIDENCED HEREBY IS ~~NOT REQUIRED~~TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TO CLAUSE 2(C) OR 2(D) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. ~~Any Note (or security issued in exchange or substitution therefor)~~ The foregoing legend shall be removed as to ~~which~~ any Note upon the earlier of (i) the Resale Restriction Termination Date and (ii) the transfer of such ~~restrictions on transfer shall have expired in accordance with their terms~~ Note pursuant to clause 2(C) or ~~as to conditions for removal~~ 2(D) of the foregoing ~~legend set forth therein have been satisfied may~~legend. In such case, upon surrender of such Note for exchange to the Note ~~registrar~~ Registrar in accordance with the provisions of this Section 2.05, and, in the case of clause (ii) of this paragraph, delivery to the Note Registrar of documentation reasonably satisfactory to the Note Registrar of such transfer, such Note may be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section ~~2.05(b~~2.05(c)~~. (i) Until~~ . If such Restricted Security surrendered for exchange is represented by a Global Note bearing the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth ~~therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange~~ in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c), the principal amount of the legended Global Note shall be reduced (subject to, in the case of clause (ii) of this paragraph, delivery to the Note Registrar of documentation reasonably satisfactory to the Note Registrar as described in the immediately preceding sentence) by the appropriate principal amount and the principal amount of a Global Note without the legend set forth in this Section 2.05(c) shall be increased by an equal principal amount. If a Global Note without the legend set forth in this Section 2.05(c) is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. (d) ~~Any Note~~ The Trustee shall have no responsibility or ~~Ordinary Shares issued~~ obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the holders and all payments to be made to holders under the Notes shall be given or made only to or upon the ~~conversion~~ order of the registered holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note ~~that is purchased or owned~~ shall be exercised only through the Depositary subject to the customary procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the ~~Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant~~ Depositary with respect to ~~an exemption from the registration requirements of the Securities Act~~its Agent Members. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members in any Global Indenture) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Macerich Co)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section 4.02 being herein sometimes collectively referred to as the ~~“Note register”~~"NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration ~~of Notes~~ and ~~of transfers~~ transfer of Notes. The Note ~~register~~ 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,~~ "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section 4.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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~~ redemption, purchase or conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, ~~and the Notes shall be~~ duly executed by the Noteholder 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 ~~Issuer~~ Company 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 ~~Issuer~~ Company nor the Trustee nor any Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (a) any 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 ~~14 or~~ 14, (cd) any Notes or portions thereof tendered for ~~redemption~~ purchase (and not withdrawn) pursuant to Section ~~3.02~~3.05 or (e) any Notes or portions thereof tendered for purchase (and not withdrawn) pursuant to Section 3.06. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety days or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) an Event of Default has occurred and is continuing or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes as requested by the Trustee in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary ("AGENT MEMBERS") nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a beneficial holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, purchased, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, purchased, converted, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary~~ Common Shares issued upon conversion of the Notes and required to bear the legend set forth in Section ~~2.05(c~~2.05(d), collectively, the ~~“Restricted Securities”~~"RESTRICTED SECURITIES") shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends~~ legend below), ) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company, and the holder of each such Restricted Security, by such ~~Note~~ holder’s 's acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b~~Section 2.05(c) and ~~2.05(c~~2.05(d), the term ~~“transfer”~~ "TRANSFER" encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than ~~Ordinary~~ Common Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section ~~2.05(c~~2.05(d), if applicable) shall bear a legend in substantially the following form, unless such Note has been ~~sold~~ transferred pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.:

Appears in 1 contract

Samples: Indenture (Town & Country Trust)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office ~~a register (~~the ~~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”)~~ Register in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The ~~Note register~~ 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 ~~Note~~ Notes to the ~~Note registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.08, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes ~~which~~ that the ~~Noteholder~~ 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 ~~Issuer~~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 ~~Issuer~~ Company or the ~~Note registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company and to the Trustee or Registrar, and the Notes shall be duly executed by the ~~Noteholder~~ Holder thereof or ~~his~~ its 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 ~~Issuer~~ 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 ~~Issuer~~ Company nor the Trustee nor any ~~Note registrar~~ Registrar shall be required to ~~exchange~~ exchange, issue or register a transfer of (a) any Notes ~~for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes~~ or portions thereof surrendered for conversion pursuant to Article 14 10 or (cb) any Notes or portions thereof tendered for ~~redemption~~ repurchase (and not withdrawn) pursuant to ~~Section 3.02~~Article 3. (b) ~~Every~~ The following provisions shall apply only to Global Notes: (i) Each Global Note ~~that bears or is required~~ authenticated under this ~~Section 2.05(b~~Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) ~~to bear the legend set forth~~ Notwithstanding any other provision in this ~~Section 2.05(b~~Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof, or to a successor Depositary or any nominee thereof, unless: (A) the Depositary (~~together with any Ordinary Shares issued upon conversion of~~ x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (y) has ceased to be a clearing agency registered under the Exchange Act, and a successor depositary has not been appointed by the Company within 90 calendar days, or (B) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes ~~and required~~ represented by Global Notes. Any Global Notes exchanged pursuant to ~~bear the legend set forth in~~ this Section ~~2.05(c), collectively, the “Restricted Securities”~~2.08(b)(ii) shall be ~~subject~~ so exchanged in whole and not in part. (iii) In addition, certificated Notes will be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with its customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture, including its rights following the occurrence of an Event of Default. (iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the ~~restrictions~~ Registrar, provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on ~~transfer set forth~~ the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (v) In the event of the occurrence of any of the events specified in ~~Sections 2.05(b~~clause (ii) ~~and 2.05~~ above or upon any request described in clause (c)iii) above, ~~as applicable~~ the Company will promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons. (~~including those set forth~~ vi) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the ~~legends below), unless such restrictions on transfer shall be waived by written consent~~ name of the ~~Issuer~~Depositary or any nominee thereof, and the ~~holder~~ Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of ~~each~~ the Company or the Trustee as the absolute owner and Holder of such ~~Restricted Security~~Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or shall impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Notes. (vii) At such time as all interests in a Global Note ~~holder’s acceptance~~ have been repurchased, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, ~~agrees to~~ be bound by all such restrictions on transfer. As used in Sections 2.05(b) and 2.05(c), the term “transfer” encompasses any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Note (and all securities issued in exchange therefor or substitution thereof, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed cancelled by the Issuer in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired Trustee in accordance with ~~their terms or as to conditions for removal~~ customary practices and procedures of the ~~foregoing legend set forth therein have been satisfied may~~Depositary and the custodian for the Global Note. At any time prior to such cancellation, ~~upon surrender~~ if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note ~~for exchange to the Note registrar~~ shall, in accordance with the ~~provisions of this Section 2.05~~standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be ~~exchanged for a new Note or Notes, of like tenor~~ appropriately reduced by the Trustee and ~~aggregate principal amount, which shall not bear~~ the ~~restrictive legend required by this Section 2.05(b)~~Depositary in their records. (ic) ~~Until~~ Notwithstanding anything to the ~~expiration~~ contrary herein or in the Notes, the Company and the Trustee may refuse to effect any transfer of ~~the holding period applicable~~ a Note prior to ~~sales thereof under Rule 144(k~~being provided with such information or documentation (including, without limitation, legal opinions) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to as may be ~~effective at the time of such exchange), or unless otherwise agreed~~ reasonably required by the ~~Issuer in writing~~ Company or the Trustee to ensure that such transfer would comply with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c)U.S. federal and state securities laws. (d) ~~Any Note~~ The Trustee shall have no responsibility or ~~Ordinary Shares issued~~ obligation to any Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the ~~conversion~~ order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a ~~Note that is purchased or owned~~ Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely conclusively, and shall be fully protected in relying, upon information furnished by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) Depositary. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any ~~Note~~ Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by by, the terms ~~of,~~ of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Senior Convertible Notes Indenture (CME Media Enterprises B.V.)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept ~~at the Corporate Trust Office~~ a register (the ~~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~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. ~~The Note~~ 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~~ Company is hereby initially appointed the “Note ~~registrar,~~Registrar” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-~~registrars in accordance with Section 4.02~~Note Registrars. Upon surrender for registration of transfer of any ~~Note~~ Notes to the Note ~~registrar~~ Registrar or any co-~~registrar~~Note Registrar, and satisfaction of the requirements for such transfer set forth in this Section ~~2.05~~2.06, the ~~Issuer~~ 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 Issuer pursuant to Section 4.02. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 Issuer, 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~~ redemption, repurchase or conversion shall (if so required by the ~~Issuer or~~ Company, the Note ~~registrar~~Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Note Registrar and duly executed, ~~and the Notes shall be duly executed~~ by the ~~Noteholder~~ 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 ~~Issuer~~ Company may require ~~payment by the holder of~~ a Holder to pay a sum sufficient to cover any ~~tax~~documentary, ~~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 Issuer nor the Trustee nor any Note registrar~~ Notes in accordance with these Conditions shall be ~~required~~ the valid obligations of the Company, evidencing the same debt, and entitled to ~~exchange or register a transfer of (a) any Notes for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any~~ the same benefits under these Conditions as the Notes surrendered ~~for conversion pursuant to Article 14~~ upon such registration of transfer or ~~(c) any Notes tendered for redemption (and not withdrawn) pursuant to Section 3.02~~exchange. (b) Every Note that bears or is required under this Section ~~2.05(b~~2.06(b) to bear the legend set forth in this Section ~~2.05(b) (together with any Ordinary Shares issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c~~2.06(b), (collectively, the “~~Restricted~~ Legended Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.06(b) ~~and 2.05 (c), as applicable~~ (including ~~those~~ the legend set forth ~~in the legends~~ below), unless such restrictions on transfer shall be eliminated or otherwise waived by written consent of the ~~Issuer~~Company, and the ~~holder~~ Holder of each such ~~Restricted~~ Legended Security, by such ~~Note holder~~Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b) and 2.05(c~~this Section 2.06(b), the term “transfer” encompasses any sale, pledge, ~~loan,~~ transfer or other disposition whatsoever of any ~~Restricted Security or any interest therein~~Legended Security. Until the ~~expiration~~ date (the “Distribution Compliance Period Termination Date”) that is (a) the day after the end of the ~~holding period~~ Distribution Compliance Period applicable to ~~sales thereof under Rule 144(k~~the Note or (b) ~~under the Securities Act (or any successor provision)~~such later date, if any, as may be required by applicable law, any certificate evidencing ~~such~~ a Note (and all securities issued in exchange therefor or substitution thereof~~, other than Ordinary Shares, if any, issued upon conversion thereof, which shall bear the legend set forth in Section 2.05(c), if applicable~~) shall bear a legend in substantially the following ~~form,~~ form (unless such ~~Note has~~ Notes have been ~~sold~~ transferred pursuant to a registration statement that has become or been declared effective under the Securities Act (and ~~which~~ that continues to be effective at the time of such transfer), sold pursuant to an exemption from registration under the Securities Act, or unless otherwise agreed by the ~~Issuer~~ Company in writing~~, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY~~ .) THIS SECURITY AND THE ORDINARY SHARES ~~ISSUABLE~~ DELIVERABLE UPON CONVERSION ~~THEREOF~~ OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE ~~UNITED STATES~~ SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”~~), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY~~) AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE DATE HEREOF, MAY NOT BE ~~OFFERED~~ OFFERED, SOLD, PLEDGED, HYPOTHECATED OR ~~SOLD~~ OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN ~~THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT~~ REGULATION S UNDER THE SECURITIES ~~ACT~~ ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR ~~AN OPINION~~ IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF ~~COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO~~ THE ~~ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED~~SECURITIES ACT. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied mayBY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b).THE ACQUIRER: (i) ~~Until the expiration of the holding period applicable to sales thereof under Rule 144(k~~REPRESENTS THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS NOT A U.S. PERSON AND IS LOCATED OUTSIDE THE UNITED STATES (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) ~~under the Securities Act~~ AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND (~~or any successor provision)~~ii) AGREES FOR THE BENEFIT OF OATLY GROUP AB (THE “COMPANY”) THAT IT WILL NOT OFFER, ~~any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form~~SELL, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange)PLEDGE OR OTHERWISE TRANSFER THIS SECURITY, ~~or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent:~~ THE ORDINARY SHARES ~~EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT~~ DELIVERABLE UPON CONVERSION OF ~~1933, AS AMENDED (THE “SECURITIES ACT”),~~ THIS SECURITY OR ANY ~~STATE SECURITIES LAWS AND~~BENEFICIAL INTEREST HEREIN OR THEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) 40 (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, ~~ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF~~ OR (B) PURSUANT TO A REGISTRATION STATEMENT ~~WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT~~ WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ~~ACT~~ ACT, OR (C) TO A NON-U.S. PERSON IN AN ~~OPINION~~ OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF ~~COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO~~ RULE 903 OR RULE 904 OF REGULATION S UNDER THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied maySECURITIES ACT, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(c). (d) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.OR

Appears in 1 contract

Samples: Subscription Agreement (Oatly Group AB)

Appears in 1 contract

Samples: Third Supplemental Indenture (Rockley Photonics Holdings LTD)

Appears in 1 contract

Samples: Indenture (Headwaters Inc)

Exchange and Registration of Transfer of Notes; Restrictions on Transfer. (a) The ~~Issuer~~ Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office and in any other office or agency of the ~~Issuer~~ Company designated pursuant to Section ~~4.02~~ 6.02 being herein sometimes collectively referred to as the “Note ~~register~~Register”) in which, subject to such reasonable regulations as it may prescribe, the ~~Issuer~~ Company shall provide for the registration of Notes and of transfers of Notes. The Note ~~register~~ 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,~~Registrar” ~~and does hereby accept such appointment,~~ for the purpose of registering Notes and transfers of Notes as herein provided. The ~~Issuer~~ Company may appoint one or more co-registrars in accordance with Section ~~4.02~~6.02. Upon surrender for registration of transfer of any Note to the Note ~~registrar~~ Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.05, the ~~Issuer~~ 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 ~~Issuer~~ Company pursuant to Section ~~4.02~~6.02. Whenever any Notes are so surrendered for exchange, the ~~Issuer~~ Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the 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 ~~Issuer~~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 conversion shall (if so required by the ~~Issuer~~ Company or the Note ~~registrar~~Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the ~~Issuer~~Company, and the Notes shall be duly executed by the ~~Noteholder~~ 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 ~~Issuer~~ Company 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~~ None of the ~~Issuer nor~~ Company, the Trustee ~~nor~~ or any Note ~~registrar~~ Registrar shall be required to exchange or register a transfer of (a) any Notes ~~for a period of fifteen (15) days next preceding any selection of Notes to be redeemed, (b) any Notes~~ or portions thereof surrendered for conversion pursuant to Article 14 16 or (cb) any Notes or portions thereof tendered for redemption (and not withdrawn) pursuant to Section ~~3.02~~3.05 and not withdrawn pursuant to Section 3.06. (b) The following provisions shall apply only to Global Notes: (i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or Custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture. (ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note and a successor depositary has not been appointed by the Company within ninety (90) days or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) an Event of Default has occurred and is continuing or (C) the Company, in its sole discretion, notifies the Trustee in writing that it no longer wishes to have all the Notes represented by Global Notes. Any Global Note exchanged pursuant to clause (A) or (B) above shall be so exchanged in whole and not in part and any Global Note exchanged pursuant to clause (C) above may be exchanged in whole or from time to time in part as directed by the Company. Any Note issued in exchange for a Global Note or any portion thereof shall be a Global Note; provided that any such Note so issued that is registered in the name of a Person other than the Depositary or a nominee thereof shall not be a Global Note. (iii) Securities issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Note Registrar. With regard to any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as Custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the Trustee shall authenticate and make available for delivery the Note issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof. (iv) In the event of the occurrence of any of the events specified in clause (ii) above, the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form, without interest coupons. (v) Neither any members of, or participants in, the Depositary (“Agent Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Note registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Note. (vi) At such time as all interests in a Global Note have been redeemed, converted, canceled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Global Note is redeemed, converted, canceled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction. (c) Every Note that bears or is required under this Section ~~2.05(b~~2.05(c) to bear the legend set forth in this Section ~~2.05(b~~2.05(c) (together with any ~~Ordinary Shares~~ Common Stock issued upon conversion of the Notes and required to bear the legend set forth in Section 2.05(c), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in ~~Sections 2.05(b~~this Section 2.05(c) ~~and 2.05 (c), as applicable~~ (including those set forth in the ~~legends~~ legend below), ) unless such restrictions on transfer shall be waived by written consent of the ~~Issuer~~Company, and the holder of each such Restricted Security, by such Note holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in ~~Sections 2.05(b~~Section 2.05(c) and ~~2.05(c~~Section 2.05(d), the term “transfer” ~~encompasses~~ means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein. Until the expiration of the holding period applicable to sales ~~thereof~~ of Notes under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing ~~such~~ a Note (and all securities issued in exchange therefor or substitution thereof, other than ~~Ordinary Shares~~Common Stock, if any, issued upon conversion thereof, which shall bear the legend set forth in Section ~~2.05(c~~2.05(d), if applicable) shall bear a legend in substantially the following form, unless such Note has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer)) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the ~~Issuer~~ Company in writing, with written notice thereof to the Trustee: THE NOTE EVIDENCED HEREBY AND THE ORDINARY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF A REGISTRATION STATEMENT WITH RESPECT TO THE SECURITIES SO OFFERED OR SOLD IN EFFECT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL (SATISFACTORY IN FORM AND SUBSTANCE TO THE ISSUER) THAT SUCH REGISTRATION IS NOT REQUIRED. Any Note (or security issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of such Note for exchange to the Note registrar in accordance with the provisions of this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by this Section 2.05(b). (i) Until the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any successor provision), any stock certificate representing Ordinary Shares issued upon conversion of any Restricted Note shall bear a legend in substantially the following form, unless such Ordinary Shares have been registered under a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such exchange), or unless otherwise agreed by the Issuer in writing with written notice thereof to the transfer agent: THE ORDINARY SHARES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE ~~ABSENCE OF~~ FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A ~~REGISTRATION STATEMENT WITH RESPECT TO~~ “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ~~SO OFFERED OR SOLD IN EFFECT~~ ACT); (2) AGREES THAT IT WILL NOT, PRIOR TO EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS NOTE UNDER RULE 144(K) UNDER THE SECURITIES ACT (OR ~~AN OPINION~~ ANY SUCCESSOR PROVISION), RESELL OR OTHERWISE TRANSFER THIS NOTE OR THE COMMON STOCK ISSUABLE UPON CONVERSION OF ~~COUNSEL~~ THIS NOTE EXCEPT (~~SATISFACTORY~~ A) TO DURECT CORPORATION OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN ~~FORM AND SUBSTANCE~~ COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) PURSUANT TO THE ~~ISSUER~~EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) ~~THAT~~ OR (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT (AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH REGISTRATION IS NOT REQUIRED. Any such Ordinary Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such shares of Ordinary Shares for exchange in accordance with the procedures of the transfer agent for the Ordinary Shares, be exchanged for a new certificate or certificates for a like number of shares of Ordinary Shares, which shall not bear the restrictive legend required by this Section 2.05(cTRANSFER). ; (d3) Any Note or Ordinary Shares issued upon the conversion of a Note that is purchased or owned by the Issuer or any Affiliate thereof may not be resold by the Issuer or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act. PRIOR TO SUCH TRANSFER (e) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.OTHER THAN A TRANSFER PURSUANT

Appears in 1 contract

Samples: Indenture (Durect Corp)

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