Common use of General Provisions Relating to Transfers and Exchanges Clause in Contracts

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 6 contracts

Samples: Indenture (Trico Marine Services Inc), Indenture (National Waterworks Inc), Indenture (Georgia Pacific Corp)

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General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.02 hereof or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.06, 3.09, 4.10, 4.15 4.06 and 9.05 9.04 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not shall be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (9) Notwithstanding anything herein to the contrary, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer or exchange complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws.

Appears in 6 contracts

Samples: Indenture (Vistra Corp.), Indenture (Vistra Corp.), Indenture (Vistra Corp.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 5 contracts

Samples: Indenture (Reliant Energy Solutions LLC), Indenture (Calpine Corp), Indenture (Reliant Energy Solutions LLC)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.14 and 9.05 hereof). (3) . The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (43) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (54) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 4 contracts

Samples: Indenture (Metaldyne Corp), Indenture (Er Acquisition Corp), Indenture (Metaldyne Corp)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.09, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company Issuer will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 4 contracts

Samples: Indenture (Virgin Media Inc.), Indenture (Virgin Media Inc.), Indenture (NTL:Telewest LLC)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.103.11, 3.064.06, 3.095.11, 4.10, 4.15 5.15 and 9.05 hereof10.05). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof 4.02 and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof3.02. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 3.07 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile with the original to follow by first class mail or delivery service.

Appears in 4 contracts

Samples: Fifth Supplemental Indenture (SM Energy Co), Fourth Supplemental Indenture (SM Energy Co), Third Supplemental Indenture (SM Energy Co)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.09 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall will be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic transmission (including a pdf). (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (10) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Common Depositary.

Appears in 4 contracts

Samples: Twelfth Supplemental Indenture (BALL Corp), Eleventh Supplemental Indenture (BALL Corp), Second Supplemental Indenture (Ball Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.2 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.063.7, 3.093.9, 4.105.7, 4.15 5.8 and 9.05 hereof9.4). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part[Reserved]. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Registrar nor the Issuer shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day mailing of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date period beginning 15 Business Days before an Interest Payment Date and the next succeeding interest payment dateending on such Interest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.2. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Participants or Indirect Participants) 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. (x) Neither the Trustee, the Issuer nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (xi) Affiliates of the Issuer, including investment funds affiliated with the Sponsor, may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

Appears in 4 contracts

Samples: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 3 contracts

Samples: Indenture (Broder Bros Co), Indenture (Syniverse Technologies Inc), Indenture (Neomarkers Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to an owner of a Holder of beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 3 contracts

Samples: Indenture (Finlay Fine Jewelry Corp), Indenture (Finlay Enterprises Inc /De), Indenture (Finlay Fine Jewelry Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar's ’s request. (2ii) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.06, 3.09, 4.10, 4.15 4.15, 4.24 and 9.05 Section 9.04 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5iv) The Neither the Registrar nor the Company will not shall be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vi) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) vii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. (viii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 participants of the Depositary or beneficial owners of interests 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 the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 3 contracts

Samples: Indenture (Maxcom Telecommunications Inc), Indenture (Maxcom Telecommunications Inc), Indenture

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 4.08 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (Cc) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 3 contracts

Samples: Indenture (Nextwave Personal Communications Inc), Indenture (Nextwave Personal Communications Inc), Indenture (Nextwave Personal Communications Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among beneficial owners of interests 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 the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 3 contracts

Samples: Supplemental Indenture (Cca Properties of America LLC), Supplemental Indenture (Corrections Corp of America), Indenture (Corrections Corp of America)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 3 contracts

Samples: Indenture (Georgia Pacific Corp), Indenture (Jondex Corp), Indenture (H&e Finance Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but such holder or Holder will be required to pay all taxes due on transfer and the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections Section 2.07, Section 2.10, Section 3.06, 3.09, Section 4.10, 4.15 Section 4.14 and 9.05 hereofSection 9.04). (3iii) The Neither the Registrar will not nor the Company shall be required to register the transfer of of, or transfer or exchange any any, Note selected for redemption or tendered (and not withdrawn) for repurchase in whole connection with an Offer to Purchase or in part, except the unredeemed portion of any Note being redeemed in partother tender offer. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Neither the Company will not nor the Registrar shall be required: required (A) to issue, to register the transfer of of, or to transfer or exchange any any, Notes during a period beginning at the opening of business 15 days before the day of any a selection of Notes for redemption is to be redeemed under Section 3.02 hereof and ending at the close of business on the day of selection; 3.02, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with an Offer to Purchase. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and interest premium, if any) and interest, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of this Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically via .pdf transmission. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (xi) The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with any transfer of Notes. (xii) By its acceptance of any Definitive Note or interest in any Global Note bearing the Canadian Restricted Legend, each Holder of the Note represented thereby acknowledges the restrictions on transfer of such Note set forth in the Canadian Restricted Legend affixed to such Note and agrees that in connection with any sale, transfer or trade of such Note or its interest in such Note to a Person in, or a Person resident of, or a Person acquiring such Note or an interest therein for the benefit of another Person resident in, any province or territory of Canada, it will so sell, transfer or trade such Note or interest therein only in compliance with Canadian Securities Laws. (xiii) The Trustee shall affix the Canadian Restricted Legend to any Definitive Note, and shall remove the Canadian Restricted Legend from any Definitive Note, only upon the written instructions of the Company. The Company shall provide written instructions to the Trustee to affix the Canadian Restricted Legend to any Definitive Note representing Additional Notes if so required by the supplemental indenture relating to such Additional Notes. With respect to Global Notes, the Canadian Restricted Legend shall be affixed to any Global Note representing Additional Notes if so required by the supplemental indenture relating to those Additional Notes.

Appears in 3 contracts

Samples: Indenture (Concordia International Corp.), Indenture (Concordia Investment Holdings (Jersey) LTD), Indenture (Concordia International Corp.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.06, 3.094.07, 4.10, 4.15 4.08 and 9.05 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: (A) to issue, to register the transfer of or to exchange any Notes (i) during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selectionselection or (ii) that have been tendered and not withdrawn in connection with a Change of Control Offer; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by DTC. (8) All orders, certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (9) Neither the Trustee nor any Agent shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any federal or state securities laws in connection with registrations of transfers and exchanges of the Notes. Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among the Depository’s participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation, as is expressly required by, and to do so if and when expressly required by, the terms of this Indenture or the Notes and to examine the same to determine substantial compliance as to form with the express requirements hereof. (10) The Company, the Trustee, and the 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 the proposed transfer of any Restricted Global Note or Restricted Definitive Note is being made in compliance with the Securities Act or the Exchange Act, or rules or regulations adopted by the SEC from time to time thereunder, and applicable state securities laws.

Appears in 2 contracts

Samples: Indenture (CF Industries Holdings, Inc.), Indenture (CF Industries Holdings, Inc.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company and Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.07, 4.10, 4.15 4.09 and 9.05 hereof9.05). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.[Intentionally Omitted] (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection mailing of notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will shall, upon receipt of an Authentication Order, authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (x) The Trustee, Registrar and Paying Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 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 (Cogent Communications Holdings, Inc.), Indenture

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but such holder or Holder will be required to pay all taxes due on transfer and the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections Section 2.07, Section 2.10, Section 3.06, 3.09, Section 4.10, 4.15 Section 4.14 and 9.05 hereofSection 9.04). (3iii) The Neither the Registrar will not nor the Company shall be required to register the transfer of of, or transfer or exchange any any, Note selected for redemption or tendered (and not withdrawn) for repurchase in whole connection with an Offer to Purchase or in part, except the unredeemed portion of any Note being redeemed in partother tender offer. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Neither the Company will not nor the Registrar shall be required: required (A) to issue, to register the transfer of of, or to transfer or exchange any any, Notes during a period beginning at the opening of business 15 days before the day of any a selection of Notes for redemption is to be redeemed under Section 3.02 hereof and ending at the close of business on the day of selection; 3.02, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with an Offer to Purchase. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and interest premium, if any) and interest, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically via .pdf transmission. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (xi) The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with any transfer of Notes. (xii) By its acceptance of any Definitive Note or interest in any Global Note bearing the Canadian Restricted Legend, each Holder of the Note represented thereby acknowledges the restrictions on transfer of such Note set forth in the Canadian Restricted Legend affixed to such Note and agrees that in connection with any sale, transfer or trade of such Note or its interest in such Note to a Person in, or a Person resident of, or a Person acquiring such Note or an interest therein for the benefit of another Person resident in, any Province or Territory of Canada, it will so sell, transfer or trade such Note or interest therein only in compliance with Canadian Securities Laws. (xiii) The Trustee shall only be required to affix the Canadian Restricted Legend to any Definitive Note and any Global Note until (but not after) the day specified in the Canadian Restricted Legend initially affixed to such Note on the date of its original issue, and shall affix such legend only upon the written instructions of the Company.

Appears in 2 contracts

Samples: Indenture (Concordia Healthcare Corp.), Indenture (Concordia Healthcare Corp.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Section 3.02 hereof and Sections 2.102.11, 3.06, 3.09, 4.10, 4.15 3.6 and 9.05 hereof9.6 of the Base Indenture). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this First Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof 3.2 of the Base Indenture and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall will be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.3 of the Base Indenture. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 3.02 to effect a registration of transfer or exchange may be submitted by facsimile. (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this First Supplemental 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 First Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (10) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Appears in 2 contracts

Samples: First Supplemental Indenture (Bio-Rad Laboratories, Inc.), First Supplemental Indenture (Bio Rad Laboratories Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.09, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5iv) The Company will and the Registrar shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6v) Prior to due presentment for the registration of a transfer of any Note, the The Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 2 contracts

Samples: Senior Indenture (Airgate PCS Inc /De/), Subordinated Indenture (Airgate PCS Inc /De/)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesthereof. (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.09, 3.06, 3.09, 4.10, 4.15 4.10 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any the Registrar, the Paying Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any the Registrar, the Paying Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 2 contracts

Samples: Indenture (Wolverine Tube Inc), Indenture (Wt Holding Company, Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.2 or at the applicable Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.063.7, 3.093.9, 4.105.7, 4.15 5.8 and 9.05 hereof9.4). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part[Intentionally omitted]. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the applicable Registrar nor the Issuer shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day mailing of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the applicable Registrar, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the applicable Registrar, the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.2. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the applicable Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically. (ix) The Trustee or the applicable Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Participants or Indirect Participants) 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. (x) Neither the Trustee, the Issuer nor any Agent shall have any responsibility for any actions taken or not taken by the applicable Depositary or the Common Depositary, as applicable. (xi) Affiliates of the Issuer may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

Appears in 2 contracts

Samples: Supplemental Indenture (Axalta Coating Systems Ltd.), Indenture (Axalta Coating Systems Ltd.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.14 and 9.05 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 2 contracts

Samples: Indenture (North Atlantic Trading Co Inc), Indenture (North Atlantic Trading Co Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication a Company Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company Neither the Registrar nor the Issuer will not be required: (A) to issue, to register the transfer of or to exchange exchange, any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes for original issue in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic transmission.

Appears in 2 contracts

Samples: Indenture (Sunoco LP), Indenture (Sunoco LP)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will be made assessed to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.15, 4.16 and 9.05 hereof9.05, except to the extent that any such exchange involves a transfer of such beneficial interest or Definitive Note to a third party). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (54) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the sole and absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.02. (8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (8) By its acceptance of any Note bearing the Global Note Legend or Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture and in the Global Note Legend or Private Placement Legend, as applicable, and agrees that it shall transfer such Note only as provided in this Indenture. (9) The Registrar shall retain copies of all letters, notices and other written communications received pursuant to this Section 2.06.

Appears in 2 contracts

Samples: Indenture (Alon Refining Krotz Springs, Inc.), Indenture (Alon USA Energy, Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2i) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4ii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, debt as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeexchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. (5iii) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day date of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding interest payment dateInterest Payment Date. (6iv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, and none in each case regardless of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7v) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (vi) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

Appears in 2 contracts

Samples: Indenture (General Growth Properties, Inc.), Indenture (Rouse Co LP)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.09, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company Issuer will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 2 contracts

Samples: Indenture (Virgin Media Inc.), Indenture (Virgin Media Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) . The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (43) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (54) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (65) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (76) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) 7) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 2 contracts

Samples: Indenture (Icon Health & Fitness Inc), Indenture (Icon Health & Fitness Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2i) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.12, 4.10, 4.15 4.18 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4ii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, debt as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeexchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. (5iii) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day date of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding interest payment dateInterest Payment Date. (6iv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, and none in each case regardless of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7v) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (vi) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter.

Appears in 2 contracts

Samples: Indenture (Prestige Brands International, Inc.), Indenture (Prestige Brands Holdings, Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.063.6, 3.094.12, 4.10, 4.15 and 9.05 hereof10.1 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any 6% Note selected for redemption in whole or in part, except the unredeemed portion of any 6% Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any 6% Notes during a period beginning at the opening of business 15 days before the day of any selection of 6% Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any 6% Note selected for redemption in whole or in part, except the unredeemed portion of any 6% Note being redeemed in part; or (C) to register the transfer of or to exchange a 6% Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any 6% Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any 6% Note is registered as the absolute owner of such 6% Note for the purpose of receiving payment of principal of and interest on such 6% Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof2.3 of the Indenture. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 6.01 to effect a registration of transfer or exchange may be submitted by facsimile. Notwithstanding anything herein to the contrary, as to any certifications and certificates delivered to the Registrar pursuant to this Section 6.01 of this Thirty-Sixth Supplemental Indenture, the Registrar’s duties shall be limited to confirming that any such certifications and certificates delivered to it are substantially in the form of Exhibits A, B, C and D attached to this Thirty-Sixth Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or accuracy of representations made in any such certifications or certificates. Section 7.01 Except as specifically modified herein, the Indenture is in all respects ratified and confirmed and shall remain in full force and effect in accordance with its terms. Section 7.02 Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed or shall be construed to be assumed by the Trustee by reason of this Thirty-Sixth Supplemental Indenture. This Thirty-Sixth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect to this Thirty-Sixth Supplemental Indenture. Section 7.03 The Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. Section 7.04 THIS THIRTY-SIXTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION, SECTIONS 5 1401 AND 5 1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). EACH OF THE COMPANY AND THE SUBSIDIARY GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE AND THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE SUBSIDIARY GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY AND THE SUBSIDIARY GUARANTORS IN ANY OTHER JURISDICTION. Section 7.05 The parties may sign any number of copies of this Thirty-Sixth Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. Section 7.06 All capitalized terms used in this Thirty-Sixth Supplemental Indenture which are not otherwise defined herein, shall have the respective meanings specified in the Indenture, unless the context otherwise requires. Section 7.07 The 6% Notes may be issued in whole or in part in the form of one or more Global Securities, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).

Appears in 2 contracts

Samples: Supplemental Indenture (Host Hotels & Resorts L.P.), Supplemental Indenture (Host Hotels & Resorts, Inc.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.14 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment by such Holder of such Xxxxxx’s Note in violation of any provision of this Indenture and/or applicable Unites States Federal or state securities law. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Depositary Participants or beneficial owners of interests 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 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 (Valimar Home & Land Company, LLC), Indenture (Wci Communities Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 7.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption prepayment in whole or in part, except the unredeemed unpaid portion of any Note being redeemed prepaid in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days Business Days before the day of any selection of Notes for redemption prepayment under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption prepayment in whole or in part, except the unredeemed unpaid portion of any Note being redeemed prepaid in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to any transfer of a Global Note or Definitive Note, each transferee and, if requested, each transferor, must deliver to the Registrar a certificate, signed on behalf of the transferee or transferor, as applicable, by two duly authorized officers of the transferee or transferor, as applicable (in form and substance satisfactory to the Registrar), to the effect that the transferee is a QIB. Prior to any transfer of any beneficial interest in a Global Note, the Depositary must deliver to the Registrar written evidence, reasonably satisfactory to the Registrar, that the transferee is a QIB. (7) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) 8) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) 9) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 2 contracts

Samples: Indenture (Usinternetworking Inc), Indenture (Usinternetworking Inc)

General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers and exchanges, In addition to any fee that the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made charges to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may also require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than with any such transfer taxes registration of transfer, conversion or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof)thereof. (3b) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debtindebtedness, and entitled to the same benefits under this IndentureAgreement, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5c) The Neither the Company will not nor the Registrar shall be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) required to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6d) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Notes and for all other purposespurposes whatsoever, whether or not such Note be overdue, and none of the Trustee, neither any Agent or nor the Company shall be affected by notice to the contrary. (7e) The Trustee will authenticate Global Notes and Definitive Notes Each Holder of a Note agrees to indemnify the Company against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in accordance with violation of any provision of this applicable United States federal or state securities law, including any violation of the provisions of Section 2.02 hereofSecurities Act. (8) All certificationsf) Upon any purchase of a Note, certificates the Company must certify to the Registrar (if not the Company), and Opinions of Counsel the Registrar may not transfer any Note unless the Company certifies to it, that such transfer would not be required to be submitted registered under the Securities Act or would be excluded from registration pursuant to an exception under the Securities Act. (g) The Registrar shall retain copies of all certifications, letters, notices and other written communications received pursuant to this Section 2.06 2.6. The Company shall have the right to effect a registration inspect and make copies of transfer all such letters, notices or exchange may be submitted by facsimileother written communications at any reasonable time upon the giving of reasonable written notice.

Appears in 2 contracts

Samples: Note Purchase Agreement (Connect Invest II LLC), Note Purchase Agreement (Connect Invest II LLC)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof9.05). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any other Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any other Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.02. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile with the original to follow by first class mail or delivery service.

Appears in 2 contracts

Samples: Indenture (Comstock Resources Inc), Indenture (Comstock Resources Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.063.6, 3.094.12, 4.10, 4.15 and 9.05 hereof10.1 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Series T Note selected for redemption in whole or in part, except the unredeemed portion of any Series T Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series T Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Series T Note is registered as the absolute owner of such Series T Note for the purpose of receiving payment of principal of and interest on such Series T Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof2.3 of the Indenture. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 6.01 to effect a registration of transfer or exchange may be submitted by facsimile. Notwithstanding anything herein to the contrary, as to any certifications and certificates delivered to the Registrar pursuant to this Section 6.01 of this Twenty-Ninth Supplemental Indenture, the Registrar’s duties shall be limited to confirming that any such certifications and certificates delivered to it are substantially in the form of Exhibits A, B, C and D attached to this Twenty-Ninth Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or accuracy of representations made in any such certifications or certificates. Section 7.01 Except as specifically modified herein, the Indenture is in all respects ratified and confirmed and shall remain in full force and effect in accordance with its terms. Section 7.02 Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed or shall be construed to be assumed by the Trustee by reason of this Twenty-Ninth Supplemental Indenture. This Twenty-Ninth Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect to this Twenty-Ninth Supplemental Indenture. Section 7.03 The Trustee shall not be responsible in any manner whatsoever for or in respect of the recitals contained herein, all of which recitals are made solely by the Company and the Subsidiary Guarantors. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. Section 7.04 THIS TWENTY-NINTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING, WITHOUT LIMITATION, SECTIONS 5 1401 AND 5 1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b). EACH OF THE COMPANY AND THE SUBSIDIARY GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE INDENTURE AND THE SECURITIES, AND IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE SUBSIDIARY GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY AND THE SUBSIDIARY GUARANTORS IN ANY OTHER JURISDICTION. Section 7.05 The parties may sign any number of copies of this Twenty-Ninth Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. Section 7.06 All capitalized terms used in this Twenty-Ninth Supplemental Indenture which are not otherwise defined herein, shall have the respective meanings specified in the Indenture, unless the context otherwise requires. Section 7.07 The Series T Notes may be issued in whole or in part in the form of one or more Global Securities, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).

Appears in 2 contracts

Samples: Supplemental Indenture (Host Hotels & Resorts, Inc.), Supplemental Indenture (Host Hotels & Resorts L.P.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will may be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall will be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Central Garden & Pet Company)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof3.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Series J Notes during a period beginning at the opening of business 15 days on the 15th Business Day before the day of any selection of Series J Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Series J Note selected for redemption in whole or in part, except the unredeemed portion of any Series J Note being redeemed in part; or (C) to register the transfer of or to exchange a Series J Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series J Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Series J Note for the purpose of receiving payment of principal of and interest on such Series J Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications2.3 of the Indenture. Notwithstanding anything herein to the contrary, as to any certifications and certificates and Opinions of Counsel required to be submitted delivered to the Registrar pursuant to this Section 2.06 4.01 of this Seventh Supplemental Indenture, the Registrar’s duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are substantially in the form of transfer Exhibit A attached to this Seventh Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or exchange may be submitted by facsimileaccuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Host Hotels & Resorts L.P.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate the Global Notes Note and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requestIssuers' order. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.103.8, 4.15 and 9.05 9.5 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All The Global Notes Note and Definitive Certificated Notes issued upon any registration of transfer or exchange of another Global Note or Certificated Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes Note or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5v) The Company will Issuers shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 3.3 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate the Global Notes Note and Definitive Certificated Notes in accordance with the provisions of Section 2.02 2.2 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) The Trustee and the Issuers shall take all actions required of them pursuant to this Section 2.6 (including the execution and authentication of Notes) as soon as reasonably practicable after satisfaction of the relevant conditions to the taking of such action.

Appears in 1 contract

Samples: Indenture (Blue Steel Capital Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.2 or at the applicable Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.063.7, 3.093.9, 4.105.7, 4.15 5.8 and 9.05 hereof9.4). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part[Intentionally omitted]. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Registrar nor the Issuers shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day mailing of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Registrar, the Registrar, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Registrar, the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.2. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically. (ix) The Trustee or the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Participants or Indirect Participants) 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. (x) Neither the Trustee, the Issuers nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (xi) Affiliates of the Issuers may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

Appears in 1 contract

Samples: Indenture (Axalta Coating Systems Ltd.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 hereof9.05). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will Issuer shall not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.02. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes) 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. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

Appears in 1 contract

Samples: Indenture (Taylor Morrison Home Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but such holder or Holder will be required to pay all taxes due on transfer and the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections Section 2.07, Section 2.10, Section 3.06, 3.09, Section 4.10, 4.15 Section 4.14 and 9.05 hereofSection 9.04). (3iii) The Neither the Registrar will not nor the Company shall be required to register the transfer of of, or transfer or exchange any any, Note selected for redemption or tendered (and not withdrawn) for repurchase in whole connection with an Offer to Purchase or in part, except the unredeemed portion of any Note being redeemed in partother tender offer. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Neither the Company will not nor the Registrar shall be required: required (A) to issue, to register the transfer of of, or to transfer or exchange any any, Notes during a period beginning at the opening of business 15 days before the day of any a selection of Notes for redemption is to be redeemed under Section 3.02 hereof and ending at the close of business on the day of selection; 3.02, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with an Offer to Purchase. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and interest premium, if any) and interest, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically via .pdf transmission. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (xi) The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with any transfer of Notes. (xii) By its acceptance of any Definitive Note or interest in any Global Note bearing the Canadian Restricted Legend, each Holder of the Note represented thereby acknowledges the restrictions on transfer of such Note set forth in the Canadian Restricted Legend affixed to such Note and agrees that in connection with any sale, transfer or trade of such Note or its interest in such Note to a Person in, or a Person resident of, or a Person acquiring such Note or an (xiii) The Trustee shall only be required to affix the Canadian Restricted Legend to any Definitive Note and any Global Note until (but not after) the day specified in the Canadian Restricted Legend initially affixed to such Note on the date of its original issue, and shall affix such legend only upon the written instructions of the Company.

Appears in 1 contract

Samples: Indenture (Concordia International Corp.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but such holder or Holder will be required to pay all taxes due on transfer and the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections Section 2.07, Section 2.10, Section 3.06, 3.09, Section 4.10, 4.15 Section 4.14 and 9.05 hereofSection 9.04). (3iii) The Neither the Registrar will not nor the Company shall be required to register the transfer of of, or transfer or exchange any any, Note selected for redemption or tendered (and not withdrawn) for repurchase in whole connection with an Offer to Purchase or in part, except the unredeemed portion of any Note being redeemed in partother tender offer. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Neither the Company will not nor the Registrar shall be required: (A) to issue, to register the transfer of of, or to transfer or exchange any any, Notes during a period beginning at the opening of business 15 days before the day of any a selection of Notes for redemption is to be redeemed under Section 3.02 hereof and ending at the close of business on the day of selection; 3.02, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with an Offer to Purchase. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and interest premium, if any) and interest, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of this Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically via .pdf transmission. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (xi) The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with any transfer of Notes. (xii) By its acceptance of any Definitive Note or interest in any Global Note bearing the Canadian Restricted Legend, each Holder of the Note represented thereby acknowledges the restrictions on transfer of such Note set forth in the Canadian Restricted Legend affixed to such Note and agrees that in connection with any sale, transfer or trade of such Note or its interest in such Note to a Person in, or a Person resident of, or a Person acquiring such Note or an interest therein for the benefit of another Person resident in, any province or territory of Canada, it will so sell, transfer or trade such Note or interest therein only in compliance with Canadian Securities Laws. (xiii) The Trustee shall affix the Canadian Restricted Legend to any Definitive Note, and shall remove the Canadian Restricted Legend from any Definitive Note, only upon the written instructions of the Company. The Company shall provide written instructions to the Trustee to affix the Canadian Restricted Legend to any Definitive Note representing Additional Notes if so required by the supplemental indenture relating to such Additional Notes. With respect to Global Notes, the Canadian Restricted Legend shall be affixed to any Global Note representing Additional Notes if so required by the supplemental indenture relating to those Additional Notes.

Appears in 1 contract

Samples: Indenture

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Northern Border Pipeline Co)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment by such Holder of such Holder's Note in violation of any provision of this Indenture and/or applicable Unites States Federal or state securities law. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Depositary Participants or beneficial owners of interests 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 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 (Wci Communities Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.08, 4.10, 4.15 and 9.05 hereof)12. (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.02. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (GPPD Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company and the Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.14 and 9.05 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (North Atlantic Holding Company, Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2i) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.12, 4.10, 4.15 4.17 and 9.05 hereof).. -39- (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4ii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, debt as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeexchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. (5iii) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day date of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding interest payment dateInterest Payment Date. (6iv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, and none in each case regardless of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7v) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (vi) Neither the Trustee nor the Registrar shall have any duty to monitor the Company’s compliance with or have any responsibility with respect to the Company’s compliance with any federal or state securities laws. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among the Depositary’s participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation, as is 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. (vii) The Company, the Trustee, and the Registrar 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 the proposed transfer of any Restricted Global Note or Restricted Definitive Note is being made in compliance with the Securities Act or the Exchange Act, or rules or regulations adopted by the Commission from time to time thereunder, and applicable state securities laws.

Appears in 1 contract

Samples: Indenture (Great Lakes Dredge & Dock CORP)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Issuers' order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will Issuers shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes Note during a period beginning at the opening of business 15 days before the day of any selection of Notes Note for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (Cc) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes Note and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 2.03 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Subordinated Indenture (Metricom Inc / De)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.03 or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.063.08, 3.094.06, 4.10, 4.15 4.08 and 9.05 hereof9.05). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof 3.04 and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.03. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.07 to effect a registration of transfer or exchange may be submitted by facsimile. (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Notes) 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. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. (10) To the extent that any Notes are issued at a discount to their stated redemption price at maturity and bear the OID Legend, each group of Notes bearing a given amount of original issue discount shall be treated as a separate series only for purposes of the transfer and exchange provisions of this Section 2.07 and may trade under a separate CUSIP number.

Appears in 1 contract

Samples: Indenture (Global Brass & Copper Holdings, Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof9.6 of the Base Indenture and Section 4.3 of this First Supplemental Indenture). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.[Reserved] (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes Note during a period beginning at the opening of business 15 fifteen days before the day of any selection of Notes for redemption under Section 3.02 hereof Article IV and ending at the close of business on the day earliest date on which the relevant notice of selection;redemption is deemed to have been given to all Holders of Notes to be so redeemed; or (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 3.1 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 3.2 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: First Supplemental Indenture (Essential Properties Realty Trust, Inc.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requestOrder. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.063.6, 3.094.13, 4.10, 4.14 and 4.15 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debtIndebtedness, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 3.2 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 2.2 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimile. Notwithstanding anything herein to the contrary, as to any certifications and certificates delivered to the Registrar pursuant to this Section 2.6, the Registrar’s duties shall be limited to confirming that any such certifications and certificates delivered to it are in the form of Exhibits A, B, C and D attached hereto. The Registrar shall not be responsible for confirming the truth or accuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: Indenture (Steinway Musical Instruments Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Golden Northwest Aluminum Holding Co)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but such holder or Holder will be required to pay all taxes due on transfer and the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections Section 2.07, Section 2.10, Section 3.06, 3.09, Section 4.10, 4.15 Section 4.14 and 9.05 hereofSection 9.04). (3iii) The Neither the Registrar will not nor the Company shall be required to register the transfer of of, or transfer or exchange any any, Note selected for redemption or tendered (and not withdrawn) for repurchase in whole connection with an Offer to Purchase or in part, except the unredeemed portion of any Note being redeemed in partother tender offer. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Neither the Company will not nor the Registrar shall be required: required (A) to issue, to register the transfer of of, or to transfer or exchange any any, Notes during a period beginning at the opening of business 15 days before the day of any a selection of Notes for redemption is to be redeemed under Section 3.02 hereof and ending at the close of business on the day of selection; 3.02, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with an Offer to Purchase. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and interest premium, if any) and interest, if any, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically via .pdf transmission. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (xi) The Registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with any transfer of Notes.

Appears in 1 contract

Samples: Indenture (Concordia International Corp.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof3.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Series L Notes during a period beginning at the opening of business 15 days on the 15th Business Day before the day of any selection of Series L Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Series L Note selected for redemption in whole or in part, except the unredeemed portion of any Series L Note being redeemed in part; or (C) to register the transfer of or to exchange a Series L Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series L Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Series L Note for the purpose of receiving payment of principal of and interest on such Series L Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications2.3 of the Indenture. Notwithstanding anything herein to the contrary, as to any certifications and certificates and Opinions of Counsel required to be submitted delivered to the Registrar pursuant to this Section 2.06 4.01 of this Ninth Supplemental Indenture, the Registrar’s duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are substantially in the form of transfer Exhibit A attached to this Ninth Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or exchange may be submitted by facsimileaccuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Host Hotels & Resorts L.P.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (9) Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. (10) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Depositary Participants or beneficial owners of interests 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 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 (Genesis Healthcare Corp)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations The Notes shall be issued in registered form and shall be transferable only upon the surrender of transfers a Note being transferred for registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and exchangesSection 8-401(a) of the UCC are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Company will execute and Registrar shall make the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at exchange as requested if the Registrar's request. (2) same requirements are met. No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange or redemption of the Notes, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections Section 2.10, 3.06, 3.09, 4.104.09, 4.15 and 9.05 4.14 or 9.04 hereof). (32) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (43) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (54) The Company will not Neither the Registrar nor the Issuers shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (5) Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be effected only through a book-entry system maintained by (A) the Holder of such Global Note (or its agent or the person on whose behalf the Global Note is held) or (B) any Holder of a beneficial interest in such Global Note, and that ownership of beneficial interest in such Global Note shall be required to be reflected in a book entry. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent Paying Agent, the Registrar and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Agent Paying Agent, the Registrar or the Company Issuers shall be affected by notice to the contrary. (7) The None of the Issuers, the Trustee, any agent of any Issuer or the Trustee (including any Paying Agent or Registrar) will authenticate have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereofNote or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. (8) All certificationsThe Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 depositary participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and Opinions of Counsel other documentation or evidence as are expressly required by, and to be submitted do so if and when expressly required by the terms of, this Indenture, and to examine the Registrar pursuant same to this Section 2.06 determine substantial compliance as to effect a registration of transfer or exchange may be submitted by facsimileform with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Brookfield Property REIT Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof3.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Series G Notes during a period beginning at the opening of business 15 days on the 15th Business Day before the day of any selection of Series G Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Series G Note selected for redemption in whole or in part, except the unredeemed portion of any Series G Note being redeemed in part; or (C) to register the transfer of or to exchange a Series G Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series G Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Series G Note for the purpose of receiving payment of principal of and interest on such Series G Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications2.3 of the Indenture. Notwithstanding anything herein to the contrary, as to any certifications and certificates and Opinions of Counsel required to be submitted delivered to the Registrar pursuant to this Section 2.06 4.01 of this Third Supplemental Indenture, the Registrar’s duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are substantially in the form of transfer Exhibit A attached to this Third Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or exchange may be submitted by facsimileaccuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: Third Supplemental Indenture (Host Hotels & Resorts, Inc.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company and Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.07, 4.10, 4.15 4.09 and 9.05 hereof9.05). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.[Intentionally Omitted] (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection mailing of notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 2.03, the Company shall execute, and the Trustee will shall, upon receipt of an Authentication Order, authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 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 (Cogent Communications Group Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Issuer Order in accordance with Section 2.02 or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but provided that the Company Issuer may require a payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge charges payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof)therewith. (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption that is to be redeemed in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be shall constitute the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Issuer nor the Registrar shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day date of any selection redemption of Notes for redemption under Section 3.02 Article III hereof and ending at the close of business on the day date of selection; such redemption or (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date corresponding thereto. (6vi) Prior to due presentment for the registration of a transfer of any Note, the TrusteeIssuer, the Trustee and any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the TrusteeIssuer, the Guarantors, the Trustee or any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Global Crossing North America Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof3.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Series K Notes during a period beginning at the opening of business 15 days on the 15th Business Day before the day of any selection of Series K Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Series K Note selected for redemption in whole or in part, except the unredeemed portion of any Series K Note being redeemed in part; or (C) to register the transfer of or to exchange a Series K Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series K Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Series K Note for the purpose of receiving payment of principal of and interest on such Series K Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications2.3 of the Indenture. Notwithstanding anything herein to the contrary, as to any certifications and certificates and Opinions of Counsel required to be submitted delivered to the Registrar pursuant to this Section 2.06 4.01 of this Eighth Supplemental Indenture, the Registrar’s duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are substantially in the form of transfer Exhibit A attached to this Eighth Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or exchange may be submitted by facsimileaccuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Host Hotels & Resorts L.P.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, subject to the other provisions of this Section 2.06, the Company will shall execute and and, upon the Company’s written order, signed by one or more officers of the Company, the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company or the Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.16, 4.17 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this IndentureIndenture and the Subsidiary Guarantees, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will and the Registrar shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; ; (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date; or (D) to register the transfer of a Note other than in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) The Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as (i) to whether any Person is or is not a U.S. Person as described in the proviso contained in Section 2.06(b)(i), or a Person described in clauses (1), (2) and (3) of each of Sections 2.06(b)(iv)(A), 2.06(c)(ii)(A) and 2.06(d) hereof or (ii) to whether any Person is or is not a Person, and whether a transfer is made pursuant to the exemptions from the Securities Act described in Sections 2.06(c)(i)(A), 2.06(c)(i)(B), 2.06(c)(i)(C), 2.06(b)(iii)(A), 2.06(b)(iii)(B) or 2.06(b)(iii)(C) or is otherwise made in accordance with any applicable securities laws (other than the TIA) with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests 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 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 (Inspecciones Maritimas S.A)

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General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Security Registrar's request. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note Security or to a Holder of a Definitive Note Security for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10304, 3.06, 3.09, 4.10, 4.15 906 and 9.05 1107 hereof). (3) The Security Registrar will shall not be required to register the transfer of or exchange of any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part. (4) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes will Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: (Ai) to issue, to register the transfer of or to exchange any Notes Securities during a period beginning at the opening of business 15 days before the day of any selection of Notes Securities for redemption under Section 3.02 1103 hereof and ending at the close of business on the day of selection;, (Bii) to register the transfer of or to exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part; part or (Ciii) to register the transfer of or to exchange a Note Security between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and interest on such Notes Securities and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes Securities and Definitive Notes Securities in accordance with the provisions of Section 2.02 303 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 2.06 305 to effect a registration of transfer or exchange may be submitted by facsimile. Section 306. Mutilated, Destroyed, Lost and Stolen Securities If any mutilated Security is surrendered to the Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save each of them and any agent of either of them harmless, the Company shall execute and upon its request the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If there shall be delivered to the Company and the Trustee (1) evidence to their satisfaction of the destruction, loss or theft of any Security and (2) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount and bearing a number not contemporaneously Outstanding. If, after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company and the Trustee in connection therewith. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section in exchange for any mutilated Security or in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Appears in 1 contract

Samples: Indenture (Kinder Morgan Inc)

General Provisions Relating to Transfers and Exchanges. (1A) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2B) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 4.14 and 9.05 hereof). (3C) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4D) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5E) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 3.03 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (Cc) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6F) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.for

Appears in 1 contract

Samples: Indenture (Advancepcs Research LLC)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes and for all other purposes, whether or not such note is overdue and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Prime Hospitality Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer and Trustee may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.07, 4.10, 4.15 4.09 and 9.05 hereof9.05). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.[Intentionally Omitted] (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Registrar nor the Issuer shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection mailing of notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or , or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 2.03, the Issuer shall execute, and the Trustee will shall, upon receipt of an Authentication Order, authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall, upon receipt of an Authentication Order, authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof2.06. (8) ix) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar or the Issuer pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (x) The Trustee, Registrar and Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among Depositary participants or beneficial owners of interests 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 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 (Cogent Communications Group Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) . No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.11, 4.10, 4.15 4.16 and 9.05 hereof). (3) . The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) . All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) . The Company will or the Registrar, as applicable, shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) . Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) . The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) . All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.07 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile with the original to follow by first class mail.

Appears in 1 contract

Samples: Indenture (Landrys Restaurants Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Issuers' order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will Issuers shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes Note during a period beginning at the opening of business 15 days before the day of any selection of Notes Note for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (Cc) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.is

Appears in 1 contract

Samples: Senior Indenture (Metricom Inc / De)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof3.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Series E Notes during a period beginning at the opening of business 15 days on the 15th Business Day before the day of any selection of Series E Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Series E Note selected for redemption in whole or in part, except the unredeemed portion of any Series E Note being redeemed in part; or (C) to register the transfer of or to exchange a Series E Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series E Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Series E Note for the purpose of receiving payment of principal of and interest on such Series E Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications2.3 of the Indenture. Notwithstanding anything herein to the contrary, as to any certifications and certificates and Opinions of Counsel required to be submitted delivered to the Registrar pursuant to this Section 2.06 4.01 of this First Supplemental Indenture, the Registrar’s duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are substantially in the form of transfer Exhibit A attached to this First Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or exchange may be submitted by facsimileaccuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: First Supplemental Indenture (Host Hotels & Resorts L.P.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, and interest and any premium or Additional Interest, on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Clearwave N V)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.103.10, 3.064.06, 3.095.10, 4.10, 4.15 5.15 and 9.05 hereof10.05). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof 4.02 and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any other Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any other Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.3.02. 41 (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 3.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile with the original to follow by first class mail or delivery service.

Appears in 1 contract

Samples: First Supplemental Indenture (Comstock Resources Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will authenticate Global Notes and Definitive Notes and, upon receipt of an Authentication Order in accordance with Section 2.02 2.02, the Trustee shall authenticate Global Notes and Definitive Notes upon the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.12, 4.10, 4.15 4.18 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5iv) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose -43- name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vi) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) vii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (viii) The Trustee is hereby authorized to enter into a letter of representations with the Depositary in the form provided by the Company and to act in accordance with such letter.

Appears in 1 contract

Samples: Indenture (Polyone Corp)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.093.10, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Neighborcare Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.11, 3.06, 3.09, 4.10, 4.15 3.6 and 9.05 hereof9.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a for the period beginning at the opening of business 15 days before immediately preceding the day sending of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selectionsuch notice is sent; (B) to register the transfer of or to exchange any Note selected selected, called or being called for redemption in as a whole or in part, except the unredeemed portion being redeemed of any Note such Notes selected, called or being redeemed called for redemption in part; or (C) to register the transfer of or to exchange a Note Notes between a record date and payment date for the next succeeding interest payment dateNotes. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.2.3

Appears in 1 contract

Samples: Supplemental Indenture (Nordson Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.07 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) The Trustee shall have no obligation or duty to monitor, determine of inquire as to compliance with any restrictions on transfer that may be imposed under this Indenture with respect to the Notes or under applicable law, other than to require delivery of such certificates, documentation or other evidence as are expressly required by, and to do so if and when expressly required by, this Indenture. The Trustee shall have no responsibility for any actions taken or not taken by the Depositary.

Appears in 1 contract

Samples: Indenture (APW Supermarkets, Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof3.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Series F Notes during a period beginning at the opening of business 15 days on the 15th Business Day before the day of any selection of Series F Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Series F Note selected for redemption in whole or in part, except the unredeemed portion of any Series F Note being redeemed in part; or (C) to register the transfer of or to exchange a Series F Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series F Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Series F Note for the purpose of receiving payment of principal of and interest on such Series F Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications2.3 of the Indenture. Notwithstanding anything herein to the contrary, as to any certifications and certificates and Opinions of Counsel required to be submitted delivered to the Registrar pursuant to this Section 2.06 4.01 of this Second Supplemental Indenture, the Registrar’s duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are substantially in the form of transfer Exhibit A attached to this Second Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or exchange may be submitted by facsimileaccuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: Second Supplemental Indenture (Host Hotels & Resorts L.P.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.2 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.063.7, 3.093.9, 4.105.7, 4.15 5.8 and 9.05 hereof9.4). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part[Reserved]. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Registrar nor the Issuers shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day mailing of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.2. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Participants or Indirect Participants) 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. (x) Neither the Trustee, the Issuers nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (xi) Affiliates of the Issuers, including investment funds affiliated with the Sponsors, may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

Appears in 1 contract

Samples: Indenture (PPD, Inc.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.10 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected surrendered for redemption conversion in whole or in part, except the unredeemed unsurrendered portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes surrendered for conversion during a period beginning at the opening of business 15 days before the day of any selection surrender of Notes for redemption under Section 3.02 hereof conversion pursuant to Article 13 and ending at the close of business on the day of selection; surrender, (B) to register the transfer of or to exchange or convert any Note selected so surrendered for redemption conversion in whole or in part, except the unredeemed unsurrendered portion of any Note being redeemed converted in part; or part or (C) to register the transfer of or to exchange or convert a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Depositary Participants or Beneficial Owners of interests 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 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 (Asbury Automotive Group Inc)

General Provisions Relating to Transfers and Exchanges. (1a) To permit registrations of transfers transfer and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes Securities and Definitive Notes upon receipt of an Authentication Order Securities at the Security Registrar’s request in accordance with Section 2.02 or at provisions providing for such registrations of transfer and exchange in this Article IV and Sections 304, 306, 906 and 1107 of the Registrar's requestOriginal Indenture. (2b) No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchangeexchange of Notes, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar other governmental charge payable that may be imposed in connection therewith (with any registration of transfer or exchange of Notes, other than any such transfer taxes or similar governmental charge payable upon exchange or transfer exchanges pursuant to Sections 2.10Section 304, 3.06306, 3.09, 4.10, 4.15 and 9.05 hereof)906 or 1107 of the Original Indenture or Article IV of this Third Supplemental Indenture not involving any transfer. (3c) The Registrar will All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange. (d) If Notes of a series are to be redeemed in whole or in part, the Issuers shall not be required (A) to issue, register the transfer of or exchange any Notes of such series during a period beginning at the opening of business 15 days before the day of selection of any such Notes for redemption in part under Section 1103 of the Original Indenture and ending at the close of business on the day of such selection, or (B) to register the transfer of or exchange any Note of such series so selected for redemption in whole or in part, except the unredeemed portion of any Note of such series being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6e) Prior to due presentment of a Note for the registration of a transfer of any Notetransfer, the TrusteeIssuers, the Trustee and any Agent and agent of the Company Issuers or the Trustee may deem and treat the Person in whose name any such Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and any premium and (subject to Section 307 of the Original Indenture) any interest on such Notes Note and for all other purposespurposes whatsoever, whether or not such Note be overdue, and none neither the Issuers, the Trustee nor any agent of the Trustee, any Agent Issuers or the Company Trustee shall be affected by notice to the contrary. (7f) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 2.06 Article IV to effect a registration of transfer or exchange may be submitted by facsimile. (g) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Third Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Global Security or Definitive Security other than to require delivery of such certificates and other documentation or evidence as is expressly required by, and to do so if and when expressly required by the terms of, this Third Supplemental Indenture, and to examine the same to determine substantial compliance as to conformity with the express requirements hereof. (h) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Appears in 1 contract

Samples: Third Supplemental Indenture (BAKER HUGHES a GE Co LLC)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.06, 4.10, 4.15 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Xm Satellite Radio Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.093.10, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restriction on transfers imposed under this Indenture under applicable securities 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 (Riviera Holdings Corp)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.094.11, 4.10, 4.15 4.16 and 9.05 hereof9.05). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.02. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.07 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile with the original to follow by first class mail.

Appears in 1 contract

Samples: Indenture (Salant Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.10, 4.15 4.14 and 9.05 hereof). (3iii) The Registrar will Issuer shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; selection or (B) to register the transfer of or to exchange a Note between a Record Date with respect to such Note and the next succeeding Interest Payment Date with respect to such Note. (iv) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6v) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7vii) The Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee will shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount. (viii) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Senior Notes Indenture (Surgical Care Affiliates, Inc.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes Securities and Definitive Notes Securities upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Security Registrar's request. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note Security or to a Holder of a Definitive Note Security for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10304, 3.06, 3.09, 4.10, 4.15 906 and 9.05 1107 hereof). (3) The Security Registrar will shall not be required to register the transfer of or exchange of any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part. (4) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes will Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes Securities or Definitive Notes Securities surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: (Ai) to issue, to register the transfer of or to exchange Securities of any Notes series during a period beginning at the opening of business 15 days before the day of any selection of Notes Securities for redemption under Section 3.02 1103 hereof and ending at the close of business on the day of selection;, (Bii) to register the transfer of or to exchange any Note Security so selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part; part or (Ciii) to register the transfer of or to exchange a Note Security between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trustee, any Agent Agent, the Guarantor and the Company may deem and treat the Person in whose name any Note Security is registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of and interest on such Notes Securities and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes Securities and Definitive Notes Securities in accordance with the provisions of Section 2.02 303 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 2.06 305 to effect a registration of transfer or exchange may be submitted by facsimile. Section 306.

Appears in 1 contract

Samples: Indenture (Kinder Morgan Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Supplemental Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall will be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic transmission (including a pdf). (9) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental 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 Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. (10) Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Ball Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuers shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.2 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.063.7, 3.093.9, 4.105.7, 4.15 5.8 and 9.05 hereof9.4). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part[Intentionally omitted]. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuers, evidencing the same debt, and entitled to the same benefits under this Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Registrar nor the Issuers shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day mailing of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Registrar, the Trustee, any Agent and the Company Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Registrar, the Trustee, any Agent or the Company Issuers shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.2. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically. (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Participants or Indirect Participants) 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. (x) Neither the Trustee, the Issuers nor any Agent shall have any responsibility for any actions taken or not taken by the Common Depositary. (xi) Affiliates of the Issuers, including investment funds affiliated with the Sponsor, may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

Appears in 1 contract

Samples: Indenture (Axalta Coating Systems Ltd.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Ball Corp)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will authenticate Global Notes and Definitive Notes and, upon receipt of an Authentication Order in accordance with Section 2.02 2.02, the Trustee shall authenticate Global Notes and Definitive Notes upon the Company’s order or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.07, 3.06, 3.094.14, 4.10, 4.15 4.21 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.. Table of Contents (5iv) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Regular Record Date and the next succeeding interest payment dateInterest Payment Date. (6v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vi) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) vii) All certifications, certificates and Opinions of Counsel certifications required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (viii) The Trustee is hereby authorized to enter into a letter of representation with the Depositary in the form provided by the Depositary and to act in accordance with such letter.

Appears in 1 contract

Samples: Indenture (Mci Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Johnson Polymer Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereoftransfer). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 3.03 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.07 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile with the original to follow by first class mail.

Appears in 1 contract

Samples: Indenture (O Charleys Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, subject to this Section 2.06, the Company will shall execute and and, upon the written order of the Company signed by one Officer of the Company, the Trustee will shall authenticate Definitive Notes and Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2ii) No service charge will shall be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.093.07, 4.10, 4.15 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Definitive Notes and Definitive Global Notes issued upon any registration of transfer or exchange of Definitive Notes or Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Definitive Notes or Definitive Global Notes surrendered upon such registration of transfer or exchange. (5v) The Company will and the Registrar shall not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or; (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date; or (D) to register the transfer of a Note other than in amounts of $1,000 or multiple integrals thereof. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposesNotes, and none of neither the Trustee, any Agent or nor the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Definitive Notes and Definitive Global Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Frontier Oil Corp /New/)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.093.10, 4.10, 4.15 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: First Supplemental Indenture (Jarden Corp)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.102.07, 3.062.08, 3.09, 4.10, 4.15 3.06 and 9.05 11.04 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (42) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, aggregate principal amount as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeexchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. (53) The Neither the Note Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof this Indenture and ending at the close of business on the day date of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date (including a Interest Record Date) and the next succeeding interest payment dateInterest Payment Date. (64) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes Note and for all other purposes, and none in each case regardless of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (75) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 2.06 2.06(c) to effect a registration of transfer or exchange may be submitted by facsimile. (6) The Trustee is hereby authorized and directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with such letter. (7) To permit registrations of transfers and exchanges, the Company shall execute, and the Trustee shall authenticate, Global Notes and Definitive Notes upon the Company’s order or at the Note Registrar’s request. (8) The Note Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (9) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.05 hereof.

Appears in 1 contract

Samples: Indenture (MF Global Ltd.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company’s order or at the Registrar's ’s request. (2) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof9.05). (3) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 10 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any other Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any other Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.02. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile with the original to follow by first class mail or delivery service.

Appears in 1 contract

Samples: Indenture (Comstock Resources Inc)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's request. (2i) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.06 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4ii) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, debt as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchangeexchange and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. (5iii) The Neither the Registrar nor the Company will not shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day date of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date (including a Regular Record Date) and the next succeeding interest payment datePayment Date. (6iv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, premium, if any, and interest on such Notes Note and for all other purposes, and none in each case regardless of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7v) The Trustee will authenticate Global Notes is hereby authorized and Definitive Notes directed to enter into a letter of representation with the Depositary in the form provided by the Company and to act in accordance with the provisions of Section 2.02 hereofsuch letter. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Homer City Generation, L.P.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Certificated Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's requesta Company Order. (2) No service charge will shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 2.11 and 9.05 hereof3.6 of the Indenture). (3) The Registrar will shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this the Indenture, as the Global Notes or Definitive Certificated Notes surrendered upon such registration of transfer or exchange. (5) The Neither the Registrar nor the Company will not be required: (A) to issue, to register the transfer of or to exchange any Series H Notes during a period beginning at the opening of business 15 days on the 15th Business Day before the day of any selection of Series H Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Series H Note selected for redemption in whole or in part, except the unredeemed portion of any Series H Note being redeemed in part; or (C) to register the transfer of or to exchange a Series H Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Series H Note, the Trustee, any Agent and the Company may deem and treat the Person person in whose name any Note is registered as the absolute owner of such Series H Note for the purpose of receiving payment of principal of and interest on such Series H Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will shall authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications2.3 of the Indenture. Notwithstanding anything herein to the contrary, as to any certifications and certificates and Opinions of Counsel required to be submitted delivered to the Registrar pursuant to this Section 2.06 4.01 of this Fifth Supplemental Indenture, the Registrar’s duties shall be limited to effect a registration confirming that any such certifications and certificates delivered to it are substantially in the form of transfer Exhibit A attached to this Fifth Supplemental Indenture. The Registrar shall not be responsible for confirming the truth or exchange may be submitted by facsimileaccuracy of representations made in any such certifications or certificates.

Appears in 1 contract

Samples: Supplemental Indenture (Host Hotels & Resorts L.P.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.2 or at the Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.063.7, 3.093.9, 4.105.7, 4.15 5.8 and 9.05 hereof9.4). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part[Reserved]. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Registrar nor the Issuer shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day mailing of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment dateInterest Payment Date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Registrar, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Registrar, the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.2. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically. (ix) The Trustee or the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Participants or Indirect Participants) 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. (x) Neither the Trustee, the Issuer nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary or the Common Depositary, as applicable. (xi) Affiliates of the Issuer may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

Appears in 1 contract

Samples: Indenture (Axalta Coating Systems Ltd.)

General Provisions Relating to Transfers and Exchanges. (1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar's ’s request. (2) No service charge will be made to a Holder of a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 3.07 and 9.05 hereof). (3) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5) The Company will not be required: (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 3.03 hereof and ending at the close of business on the day of selection; (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Hughes Supply Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 2.2 or at the applicable Registrar's ’s request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.063.7, 3.093.9, 4.105.7, 4.15 5.8 and 9.05 hereof9.4). (3iii) The Registrar will not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part[Reserved]. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenturehereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Registrar nor the Issuer shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the day mailing of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date Record Date and the next succeeding interest payment date.Interest Payment Date. [[5541447]] (6vi) Prior to due presentment for the registration of a transfer of any Note, the Registrar, the Trustee, any Agent and the Company Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Registrar, the Trustee, any Agent or the Company Issuer shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof2.2. (8) viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.6 to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronically. (ix) The Trustee or the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions 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 Participants or Indirect Participants) 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. (x) Neither the Trustee, the Issuer nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. (xi) Affiliates of the Issuer may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

Appears in 1 contract

Samples: Indenture (Axalta Coating Systems Ltd.)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will Issuer shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Issuer Order in accordance with Section 2.02 or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but provided that the Company Issuer may require a payment of a sum sufficient to cover any transfer tax tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof)therewith. (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption that is to be redeemed in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be shall constitute the valid obligations of the CompanyIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will not Neither the Issuer nor the Registrar shall be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day date of any selection redemption of Notes for redemption under Section 3.02 Article III hereof and ending at the close of business on the day date of selection; such redemption or (B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment dateInterest Payment Date corresponding thereto. (6vi) Prior to due presentment for the registration of a transfer of any Note, the TrusteeIssuer, the Trustee and any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the TrusteeIssuer, the Guarantors, the Trustee or any Agent or the Company shall be affected by notice to the contrary. (7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

Appears in 1 contract

Samples: Indenture (Global Crossing North America Inc)

General Provisions Relating to Transfers and Exchanges. (1i) To permit registrations of transfers and exchanges, the Company will shall execute and the Trustee will shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 the Company's order or at the Registrar's request. (2ii) No service charge will shall be made to a Holder holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof). (3iii) The Registrar will shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (4iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this IndentureAgreement, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange. (5v) The Company will shall not be required: required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection; , (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date. (6vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (7vii) The Trustee will shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof. (8) viii) All certifications, certificates and Opinions opinions of Counsel counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. (ix) Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment by such Holder of such Holder's Note in violation of any provision of this Agreement and/or applicable Unites States federal or state securities law. (x) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Agreement or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests 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 the terms of, this Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Indenture (Epmr Corp)

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