Execution, Authentication of Notes, etc Sample Clauses
The 'Execution, Authentication of Notes, etc' clause outlines the procedures and requirements for properly signing, validating, and formalizing promissory notes or similar financial instruments. It typically specifies who is authorized to execute the notes, the manner in which signatures must be affixed, and any necessary steps to authenticate the documents, such as the use of witnesses or notaries. This clause ensures that all notes are legally binding and enforceable by establishing clear standards for their execution and verification, thereby reducing the risk of disputes over the validity of the instruments.
Execution, Authentication of Notes, etc. (i) Subject to the other provisions of this Section 2.8, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall register the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. To permit registrations of transfers and exchanges and subject to the other terms and conditions of this Article II, the Company will execute and upon Company Order the Trustee will authenticate Certificated Notes and Global Notes at the Registrar’s or co-Registrar’s request. In accordance with the Issue Date Registration Rights Agreement, Company will execute and upon Company Order the Trustee will authenticate Exchange Notes or Private Exchange Notes, as the case may be, in exchange for Issue Date Notes.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to a Registered Exchange Offer or to Sections 2.10, 3.9, 3.10, 5.1 or 9.5).
(iii) The Registrar or co-Registrar shall not be required to register the transfer of or exchange of any Note during a period beginning: (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an Interest Payment Date and ending on such Interest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, ...
Execution, Authentication of Notes, etc. Subject to the other provisions of this Section 2.8, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall effect the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. To permit such transfers and exchanges and subject to the other terms and conditions of this Article II, the Issuers will execute and upon Issuer Order the Trustee will authenticate Certificated Notes at the Registrar’s or co-Registrar’s request, and will itself authenticate Global Notes as required. In accordance with any Issue Date Registration Rights Agreement, the Issuers will execute, and upon Issuer Order the Trustee will authenticate, Exchange Notes in exchange for Issue Date Notes.
Execution, Authentication of Notes, etc. Subject to the other provisions of this Section 2.8, when Notes are presented to the Registrar or a co-Registrar with a request to register the transfer of such Notes or to exchange such Notes for an equal principal amount of Notes of other authorized denominations, the Registrar or co-Registrar shall effect the transfer or make the exchange as requested if its requirements for such transaction are met; provided that any Notes presented or surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Registrar or co-Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. To permit such transfers and exchanges and subject to the other terms and conditions of this Article II, the Issuers will execute and upon Issuer Order the Trustee will authenticate Certificated Notes at the Registrar’s or co-Registrar’s request, and will itself authenticate Global Notes as required. In accordance with any Issue Date Registration Rights Agreement, the Issuers will execute, and upon Issuer Order the Trustee will authenticate, Exchange Notes in exchange for Issue Date Notes.