General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication Order or at the Registrar’s request. (ii) No service charge 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 Issu- er 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 governmen- tal charge payable upon exchange or transfer pursuant to Sections 2.10 and 4.10 hereof). (iii) 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. (iv) 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, evidenc- ing 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. (v) The Issuer shall not be required (A) to issue, to register the transfer of or to ex- change 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 busi- ness on the day of selection or (B) to register the transfer of or 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. (vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- tee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is regis- tered 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 Trus- tee, any Agent or the Issuer shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06. (viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount. (ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof. (x) 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
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the IssuerCompany’s Authentication Order order or at the Registrar’s request.
(ii) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon any exchange or transfer pursuant to Sections 2.10 2.08, 2.09, 2.12, 3.06, 4.11(h), 4.17(c) and 4.10 hereof9.04 not involving any transfer).
(iii) Neither the The Registrar nor the 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.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the IssuerCompany, evidenc- ing 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.
(v) The Issuer Company shall not be required (A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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 record date and the next succeeding Interest Payment Dateinterest payment date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- tee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is regis- tered 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 Trus- tee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.02.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(xvii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.08 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 3 contracts
Samples: Indenture (Vital Energy, Inc.), Indenture (Vital Energy, Inc.), Indenture (Laredo Petroleum, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er Issuers 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.10, 4.10, 4.11, 4.16, 4.17, 4.29 and 4.10 hereof9.05).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(Ai) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or selection;
(Bii) 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
(Ciii) 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.02.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 email, with originals thereof to be delivered to the Registrar thereafter in a timely manner.
(9) Neither the Registrar, the Trustee nor any Agent shall have an 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 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.
(10) Neither the Trustee nor any Agent shall have any responsibility or liability for any action taken or not taken by the Depositary.
Appears in 3 contracts
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered registered on the books of the Registrar 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interest in any Global Note) other than to require delivery of such certificates and other documentations 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.
(9) 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 (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Magnachip Semiconductor LLC), Indenture (Texas Genco Inc.), Indenture (Holly Energy Partners Lp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not None of the Trustee or the Registrar or the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or selection;
(B) to register the transfer of or to exchange any Note so selected for redemption 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent, the Registrar, the Transfer Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent, the Registrar, the Transfer Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 e-mail.
(9) Neither the Trustee, the Registrar nor any transfer agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer or exchange imposed under this Indenture or under applicable law with respect to any transfer or exchange of any Note (including any transfers between or among participants or other 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 the terms of this Indenture and to examine the same to determine substantial compliance as to form with the express requirements thereof.
Appears in 3 contracts
Samples: Supplemental Indenture (APi Group Corp), Indenture (APi Group Corp), Indenture (Element Solutions Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 Note (including any transfers between or among Participants or Indirect Participants in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
(10) Neither the Trustee, the Issuers nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuers, the Trustee, or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
Appears in 3 contracts
Samples: First Supplemental Indenture (Peabody Energy Corp), Transaction Support Agreement (Peabody Energy Corp), Indenture (Peabody Energy Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 3.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 3.10, 4.06, 4.09, 5.10, 5.15 and 4.10 10.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 4.02 hereof and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 3.02 hereof.
(x) 8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 3.06, or requested by the Trustee pursuant to Section 8.02, to effect a registration of transfer or exchange may be submitted by facsimilefacsimile or electronic image scan.
Appears in 2 contracts
Samples: Second Supplemental Indenture (Summit Midstream Partners, LP), First Supplemental Indenture (Summit Midstream Partners, LP)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, a member of, or a participant in the Depository or other Person with respect to the accuracy of the records of the Depository or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depository or its nominee in the case of Global Notes). The rights of beneficial owners in the Global Notes shall be exercised only through the Depository subject to the applicable rules and procedures of the Depository. The Trustee, any Paying Agent and the Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, participants and any beneficial owners. The Trustee, each Paying Agent and the Registrar shall be entitled to deal with any depositary (including the Depository), and any nominee thereof, that is the Holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole Holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee, any Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of any such depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between such depositary and any participant in such depositary or between or among any such depositary, any such participant and/or any holder or owner of a beneficial interest in such Global Note or for any transfers of beneficial interests in any such Global Note. 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 Depository participants, members or beneficial owners in the Global Notes) other than to make any required 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 (MagnaChip Semiconductor LTD (United Kingdom)), Indenture (MagnaChip Semiconductor LTD (United Kingdom))
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent Agent, the Issuer and the Issuer shall Guarantors may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and of, premium, if any) , and interest on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent Agent, or the Issuer and the Guarantors shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Walter Energy, Inc.), Indenture (Walter Energy, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.09, 4.13 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Nathans Famous Inc), Indenture (Nathans Famous Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 originals to follow by regular mail).
Appears in 2 contracts
Samples: Indenture (Innophos Investment Holdings, Inc.), Indenture (Innophos, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will prepare and execute, and cause the Guarantors to execute the Guarantees, and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall Registrar will not be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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, each Guarantor, the Registrar 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. The Trustee and 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 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.
(10) The Company and the Trustee may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for the purposes of payment of the principal of or interest on the Notes, giving any notice permitted or required to be given to Holders under the Indenture, registering the transfer of Notes, obtaining any consent or other action to be taken by registered owners and for all other purposes whatsoever; and neither the Company nor the Trustee shall be affected by any notice to the contrary. Neither the Company nor the Trustee shall have any responsibility or obligation to any participant in DTC, any Person claiming a beneficial ownership interest in the Securities under or through DTC or any such participant, or any other Person which is not shown on the register as being a registered owner, with respect to either the Notes, the accuracy of any records maintained by DTC or any such participant, the payment by DTC or any such participant of any amount in respect of the principal of or interest on the Notes, any notice which is permitted or required to be given to Holders under the Indenture, any consent given or other action taken by DTC as registered owner or any selection by DTC of any participant or other Person to receive payment of principal, interest or redemption price of the Notes.
Appears in 2 contracts
Samples: Indenture (Apparel Holding Corp.), Indenture (Apparel Holding Corp.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.07, 4.10, 4.16 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) Notwithstanding anything in this Indenture to the contrary, unless an Event of Default has occurred and is continuing, no record or beneficial owner of the Notes may transfer any Notes or any beneficial interest therein without the prior written consent of the Company (such consent to not be unreasonably withheld or delayed); provided however, that the Company’s consent will be deemed given with respect to a proposed transfer if no response is received within ten (10) Business Days after having received a written request from such record or beneficial owner of the Notes pursuant to this Section 2.06(h)(4); provided, further, that
(A) no consent of the Company shall be required for any transfer of any Notes or any beneficial interest therein to any GS Person;
(B) no sale, pledge, assignment or other transfer of any Notes or any beneficial interest therein will be permitted to any Competitor;
(C) no transfer of any Notes or any beneficial interest therein will be permitted to any Person unless and until such Person delivers to the Company and the Trustee a Transferee Certificate (attaching evidence that such Person has made an election to be a non-objecting beneficial owner) and, if the consent of the Company is required for such transfer, with an acknowledgement thereof by the Company as provided therein; and
(D) any record or beneficial owner of the Notes may at any time pledge or assign a security interest in all or any portion of its rights under the Notes or this Indenture to secure obligations of such record or beneficial owner of the Notes, and this Section 2.06(h)(4) shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall substitute any such pledgee or assignee for such record or beneficial owner of the Notes as a record or beneficial owner of the Notes; provided, further, that no such pledge or assignment of a security interest shall create or increase any liability or obligation of the Parent, the Company or any of their Affiliates whatsoever, whether under this Indenture, the Notes, the Collateral Documents or otherwise.
(5) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v6) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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 Date.
(vi7) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premiumof, if any) the Applicable Premium and interest on such on, the Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) 8) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x9) All certifications, certificates and Opinions of Counsel required to be submitted to the Company and the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile, PDF or similar electronic transmission. Notwithstanding anything to the contrary herein, neither the Trustee nor the Registrar shall be responsible for ascertaining whether any transfer complies with the registration provisions of or exemptions from the Securities Act or applicable state securities laws or Section 2.06(h)(4). Nothing herein shall impose any obligation or liability upon the Trustee or Registrar in respect of any transfer of Notes (or beneficial interests therein) of which the Trustee or Registrar has no knowledge.
Appears in 2 contracts
Samples: Indenture (American Airlines, Inc.), Indenture (American Airlines, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall be made to a holder Holder of, or a Beneficial Owner of a beneficial an interest in in, a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issu- er Issuer 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 4.08 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer 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.
(iv4) 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, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day mailing of any selection a notice of redemption for Notes for redemption under Section 3.02 hereof and ending at the close of busi- ness on the day of selection or hereof;
(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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 Global 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.
(10) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
Appears in 2 contracts
Samples: Indenture (Wynn Resorts LTD), Indenture (Wynn Resorts LTD)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Neither the Registrar nor either Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (HNS Finance Corp.), Indenture (Hughes Communications, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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.
(10) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
(11) In connection with any proposed transfer or exchange of Definitive Notes, the Holder that is the transferor of the Note and the Company, to the extent that the information is reasonably available to the Company, shall use commercially reasonably efforts to provide the Trustee with all information as is reasonably requested by the Trustee and necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 2 contracts
Samples: Indenture (Sabre Corp), Indenture (Sabre Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication receipt of an Issuer Order in accordance with Section 202 hereof or at the Note Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 304, 903, 1017, 1018 and 4.10 1107 hereof).
(iii3) Neither the The Note Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Note Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection mailing of a notice of redemption of Notes for redemption under Section 3.02 1104 hereof and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 202 hereof.
(x) 8) All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 2.06 312 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 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 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: Indenture (Clearwire Corp /DE), Indenture (Clearwire Corp /DE)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer 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.
(iv4) 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 IssuerCompany, evidenc- ing 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.
(v5) The Issuer Neither the Registrar nor the Company shall not be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 PDF.
(9) 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 U.S. Federal or state securities laws in connection with registrations of transfers and exchanges of the Notes. 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 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.
Appears in 2 contracts
Samples: Indenture (Patrick Industries Inc), Indenture (Patrick Industries Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge or notation payable upon exchange exchange, transfer or transfer notation pursuant to Sections 2.10 2.10, 3.06, 3.10, 4.10, 4.15 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany and the Guarantors, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (United Air Lines Inc), Indenture (United Air Lines Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Certificated Notes upon the Issuer’s receipt of an Authentication Order or at the Registrar’s requestin accordance with Section 2.02 (“Execution and Authentication”) hereof.
(ii2) No service charge shall will 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 (“Temporary Notes”), 3.06 (“Notes Redeemed or Purchased in Part”), 3.10 (“Offer to Purchase by Application of Excess Proceeds”), 4.17 (“Offer to Repurchase Upon Change of Control”), 4.18 (“Asset Sales”), and 4.10 9.05 (“Notation on or Exchange of Notes”) hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Certificated Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not None of the Trustee, the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 (“Selection of Notes to be Redeemed or Purchased”) hereof and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Certificated Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 (“Execution and Authentication”) hereof.
(x) 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) Neither the Trustee nor any agent of the Trustee shall have any responsibility for any actions taken or not taken by the Depositary.
(10) The Trustee shall have no responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect Participant or other Person (other than the Depositary) of any notice or the payment of any amount under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants or Indirect Participants.
(11) 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 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 (Vantage Drilling International), Indenture (Vantage International Management Pte Ltd.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.08, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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 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 (Johnstone Tank Trucking Ltd.), Indenture (Johnstone Tank Trucking Ltd.)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer Corporation shall execute and the Trustee shall authenticate Global Notes Debentures and Definitive Notes Debentures upon the Issuer’s Authentication Order Corporation's order or at the Registrar’s 's request.
(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note Debenture or to a Holder of a Definitive Note Debenture for any registration of transfer or exchange, but the Issu- er Corporation 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.07, 10.05 and 4.10 11.02 hereof).
(iii) Neither the The Registrar nor the Issuer shall not be required to register the transfer of or exchange any Note Debenture selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part.
(iv) All Global Notes Debentures and Definitive Notes Debentures issued upon any registration of transfer or exchange of Global Notes Debentures or Definitive Notes Debentures shall be the valid obligations of the IssuerCorporation, evidenc- ing evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes Debentures or Definitive Notes Debentures surrendered upon such registration of transfer or exchange.
(v) The Issuer Corporation shall not be required (A) to issue, to register the transfer of or to ex- change exchange any Notes Debentures during a period beginning at the opening of business 15 days before the day of any selection of Notes Debentures for redemption under Section 3.02 3.03 hereof and ending at the close of busi- ness business on the day of selection or selection, (B) to register the transfer of or to exchange any Note Debenture so selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part or (C) to register the transfer of or to exchange a Note Debenture between a Record Date record date and the next succeeding Interest Payment Dateinterest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteDebenture, the Trus- teeTrustee, any Agent and the Issuer shall Corporation may deem and treat the Person in whose name any Note Debenture is regis- tered registered as the absolute owner of such Note Debenture for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes Debentures and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Corporation shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes Debentures and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to Debentures in accordance with the provisions of Section 2.02 hereof.
(xviii) 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 (Southwest Water Co), Indenture (Southwest Water Co)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 image scan.
(9) Neither the Trustee nor any agent of the Trustee 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 Note (including any transfers of any interest in a Global Note between or among Participants or beneficial owners of any such interest) 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.
(10) The Trustee will have no responsibility or obligation to any beneficial owner of any interest in a Global Note, a Participant or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, beneficial owner or other Person (other than the Depositary or any Holder) of any notice or the payment of any amount, under or with respect to the Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes and this Indenture will be given or made only to the registered Holders (which will be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners of any interest in a Global Note will be exercised only through the Procedures of the Depositary. The Trustee may rely and will be fully protected in relying on information furnished by the Depositary with respect to its Participants and any beneficial owners.
(11) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a Definitive Note for a Global Note, the Company or the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 2 contracts
Samples: Indenture (Archrock, Inc.), Indenture (Archrock Partners, L.P.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.15 and 4.10 hereof9.05 hereof not involving any transfer).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 image scan.
Appears in 2 contracts
Samples: Indenture (Memorial Production Partners LP), Indenture (Memorial Production Partners LP)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent Agent, the Issuer and the Issuer shall Guarantors may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and of, premium, if any) , and interest on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent Agent, or the Issuer and the Guarantors shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Walter Energy, Inc.), Indenture (Walter Energy, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er Company and 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Builders FirstSource, Inc.), Indenture (Builders FirstSource-MBS, LLC)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes Debentures and Definitive Notes Debentures upon the Issuer’s Authentication Order Company's order or at the Registrar’s 's request.
(ii) No service charge shall be made to a holder an owner of a beneficial interest in a Global Note Debenture or to a Holder of a Definitive Note Debenture for any registration of transfer or exchange, but the Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06 and 4.10 9.05 hereof).
(iii) Neither the The Registrar nor the Issuer shall not be required to register the transfer of or exchange any Note Debenture selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part.
(iv) All Global Notes Debentures and Definitive Notes Debentures issued upon any registration of transfer or exchange of Global Notes Debentures or Definitive Notes Debentures shall be the valid obligations of the IssuerCompany, evidenc- ing evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes Debentures or Definitive Notes Debentures surrendered upon such registration of transfer or exchange.
(v) The Issuer Company shall not be required (A) to issue, to register the transfer of or to ex- change exchange any Notes Debentures during a period beginning at the opening of business 15 days before the day of any selection of Notes Debentures for redemption under Section 3.02 hereof and ending at the close of busi- ness business on the day of selection or selection, (B) to register the transfer of or to exchange any Note Debenture so selected for redemption in whole or in part, except the unredeemed portion of any Note Debenture being redeemed in part or (C) to register the transfer of or to exchange a Note Debenture between a Record Date record date and the next succeeding Interest Payment Date.
(vi) Prior to due presentment for the registration of a transfer of any NoteDebenture, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note Debenture is regis- tered registered as the absolute owner of such Note Debenture for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes Debentures and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes Debentures and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to Debentures in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Finlay Enterprises Inc /De), Indenture (Finlay Enterprises Inc /De)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s 's request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (American Barge Line Co), Indenture (Jordan Industries Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer Issuers shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s 's request.
(ii2) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.10, 4.10, 4.15, 4.16 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the 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.
(iv4) 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 IssuerIssuers, evidenc- ing 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.
(v5) The Issuer Issuers shall not be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 8) All certifications, certifications and 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 (Wynn Las Vegas LLC), Indenture (Wynn Resorts LTD)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s 's request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(Aa) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day providing of any selection a notice of redemption of Notes for redemption to be redeemed under Section 3.02 hereof and ending at the close of busi- ness business on the day of selection or such notice of redemption is provided;
(Bb) 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 record date and the next succeeding Interest Payment Dateinterest payment date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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) To the extent that any Notes are issued at a discount to their stated redemption price at maturity and bear the legend required by Section 2.06(f)(3) hereof, 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 2.06.
(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 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.
(11) 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: Indenture (Harland Clarke Holdings Corp), Indenture (Harland Clarke Holdings Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.06 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 Sections 3.02 or 3.10 hereof and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Notwithstanding anything to the contrary in this Article 2, the Issuer is not required to register the transfer of any Definitive Notes:
(A) for a period of 15 days prior to any date fixed for the redemption of the Notes;
(B) for a period of 15 days immediately prior to the date fixed for selection of Notes to be redeemed in part;
(C) for a period of 15 days prior to the record date with respect to any interest payment date; or
(D) which the Holder has tendered (and not withdrawn) for repurchase under Section 4.10 or Section 4.15.
(7) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii) 8) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x9) 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.
(10) None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or obligation to any beneficial owner in a Global Note, Depositary participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Depositary participant, with respect to any ownership interest in the Notes or with respect to the delivery to any Depositary participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Notes). The rights of beneficial owners in the Global Notes shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee, the Paying Agent and the Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, the Paying Agent and the Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and Additional Amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any Depositary participant or between or among the Depositary, any such Depositary participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note. Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuer, the Trustee, or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
(11) None of the Trustee, the Paying Agent or the Registrar 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 Note (including any transfers between or among Participants, Indirect Participants or beneficial owners 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 (Viking Holdings LTD), Indenture (Viking Holdings LTD)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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 Date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (and premium, if anysubject to the record date provisions of the Notes) and interest on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 8) All certifications, certificates and Opinions any Opinion 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 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. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, any Participant in the Depositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant thereof, with respect to any ownership interest in Global Notes or with respect to the delivery to any Participant, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount, under or with respect to such Global Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Global Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely conclusively and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants and any beneficial owners.
Appears in 2 contracts
Samples: Indenture (Terraform Global, Inc.), Indenture (TerraForm Power, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.01 or at the Registrar’s 's request.
(ii2) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 hereof9.05).
(iii3) Neither the The Registrar nor the Issuer 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.
(iv4) 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 IssuerCompany, evidenc- ing 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.
(v5) The Issuer Neither the Registrar nor the Company shall not be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.01.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Platte Chemical Co)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered registered on the books of the Registrar 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x8) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions or transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or Beneficial Owners of interest in any Global Note) other than to require delivery of such certificates and other documentations 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 reuirements hereof.
(9) 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 (Station Casinos LLC)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.03 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(Ai) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or selection; (Bii) 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 (iii) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date;
(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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 initially by facsimilefacsimile with the originals to be delivered promptly thereafter.
Appears in 1 contract
Samples: Indenture (SITEL Worldwide Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 PDF.
Appears in 1 contract
Samples: Indenture (Itron Inc /Wa/)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication receipt of a Company Order in accordance with Section 3.3 of this Indenture or at the Security Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 3.4, 9.8, 10.12, 10.15 and 4.10 hereof)11.6 of this Indenture.
(iii3) Neither the The Security Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Security Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 11.2 of this Indenture and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and of, premium, if any) , interest and interest Liquidated Damages on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 3.3 of this Section 2.06Indenture.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 8) All certifications, certificates and Opinions of Counsel required to be submitted to the Security Registrar pursuant to this Section 2.06 3.5 to effect a registration of transfer or exchange may be submitted by facsimile.
Appears in 1 contract
Samples: First Supplemental Indenture (Petroleum Development Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day of delivering any selection notice of Notes for redemption under Section 3.02 3.03 hereof and ending at the close of busi- ness business on the day of selection or such delivery;
(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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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 any participants of the Depositary 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 for any actions taken or not taken by the Depositary. None of the Trustee, any Paying Agent, Transfer Agent or Registrar shall have any responsibility or liability for any acts or omissions of any Depositary with respect to such global Note, for the records of any Depositary, including records in respect of beneficial ownership interests in respect of any such global Note, for any transactions between such depositary and any participant in such Depositary or between or among any such Depositary, any such participant and/or any holder or owner of a beneficial interest in such global Note or for any transfers of beneficial interests in any such global Note.
Appears in 1 contract
Samples: Indenture (Horizon Pharma PLC)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes Securities and Definitive Notes Securities upon the Issuer’s Authentication Order Company's order or at the Registrar’s 's request.
(ii) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 4.10, 4.15, 4.16 and 4.10 9.05 hereof).
(iii) Neither the The Registrar nor the Issuer shall not be required to register the transfer of or exchange any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities shall be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v) The Issuer Registrar shall not be required (A) to issue, to register the transfer of or to ex- change 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 hereof and ending at the close of busi- ness business on the day of selection or selection, (B) 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 or (C) to register the transfer of or to exchange a Note Security between a Record Date record date and the next succeeding Interest Payment Date.
(vi) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note Security is regis- tered registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes Securities and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes Securities and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to Securities in accordance with the provisions of Section 2.02 hereof.
(xviii) 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 (Ackerley Group Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order or at the Registrar’s requestOrder, Officers’ Certificate and Opinion of Counsel in accordance with Section 2.02 hereof.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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;
(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 any Notes other than Notes having a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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.
(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: Indenture (KCG Holdings, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.09, 3.06, 4.06, 4.10 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- tee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is regis- tered 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 Trus- tee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Wolverine Tube Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the Registrar nor the Issuer shall Company will 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 Supplemental 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 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. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order or at the Registrar’s requestin accordance with Section 2.02 hereof.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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;
(C) to register the transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer; or
(D) 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Stargazer Productions)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er Company may require payment of a Holder to pay a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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) 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 in connection with registrations of transfers and exchanges of the Notes. 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.
(10) To the extent not provided pursuant to Section 2.06(a), the transferor shall provide or cause to be provided to the Trustee all information reasonably necessary to allow the Trustee to comply with any applicable tax reporting obligations, including, without limitation, any cost basis reporting obligations under Code section 6045.
Appears in 1 contract
Samples: Indenture (Park Ohio Holdings Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not None of the Trustee or the Registrar or the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or selection;
(B) to register the transfer of or to exchange any Note so selected for redemption 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent, the Registrar, the Transfer Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent, the Registrar, the Transfer Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 e-mail.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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.
(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 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.
(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: Indenture (SunCoke Energy, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 image scan.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.11, 4.10, 4.11, 4.16 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.12, 4.16 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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. 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 (Hc2 Holdings, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.12, 3.13, 5.14, and 4.10 hereof10.04).
(iii3) Neither the Registrar Trustee nor the Issuer shall Registrar will 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar, the Trustee nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, the Registrar, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, the Registrar, any Agent or the Issuer shall Company will be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.02.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 and 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 AMERICAS 110782874 25 (including any transfers between or among Depositary participants, members or beneficial owners 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.
(10) Neither the Trustee nor any agent of the Trustee will have any responsibility for any actions taken or not taken by the Depositary.
(11) The Trustee will have no responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect Participant or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants or Indirect Participants.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication receipt of a Company Order in accordance with Section 3.2 hereof or at the Registrar’s request.
(iib) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.11 and 4.10 9.6 of the Base Indenture and Section 4.3 hereof).
(iiic) Neither the The Registrar nor the Issuer shall 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.
(ivd) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(ve) The Issuer shall not Neither the Registrar nor the Company will be required required:
(Ai) to issue, to register the transfer of or to ex- change exchange any Notes Note during a period beginning at the opening of business 15 fifteen (15) days before the day mailing or sending of any selection a notice of Notes for redemption under Section 3.02 Article IV hereof and ending at the close of busi- ness business on the day date on which the relevant notice of selection or (B) redemption is deemed to register the transfer have been given to all Holders of or 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.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- tee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is regis- tered 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 Trus- tee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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.redeemed; or
Appears in 1 contract
Samples: Supplemental Indenture (Hudson Pacific Properties, L.P.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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;
(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 any Notes tendered and not withdrawn in connection with a Change of Control Offer under Section 4.15 or an Asset Sale Offer under Sections 3.09 and 4.10 hereof.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premiumof, premium on, if any) , and interest on on, such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Viasystems Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(Aa) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day of sending any selection notice of Notes for redemption under Section 3.02 3.03 hereof and ending at the close of busi- ness business on the day of selection or such delivery;
(Bb) 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 record date and the next succeeding Interest Payment Dateinterest payment date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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 any participants of the Depositary 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 for any actions taken or not taken by the Depositary. The Trustee shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the notes, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. In connection with any proposed exchange of a certificated note for a global note, the Issuer shall be required to use commercially reasonable efforts to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee shall be entitled rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 1 contract
Samples: Indenture (Endo International PLC)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(Ai) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or selection; (Bii) 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 (iii) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date;
(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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 initially by facsimilefacsimile with the originals to be delivered promptly thereafter.
Appears in 1 contract
Samples: Indenture (Catalog Resources, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 Section 2.10, Section 3.06, Section 4.10, Section 4.13 and 4.10 Section 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 facsimileelectronic transmission.
(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 Note (including any transfers between or among 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.
(10) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary. Each Holder agrees to indemnify the Issuer 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.
Appears in 1 contract
Samples: Indenture (Jagged Peak Energy Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 image scan.
(9) Neither the Trustee nor any agent of the Trustee 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 Note (including any transfers of any interest in a Global Note between or among Participants or beneficial owners of any such interest) 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.
(10) The Trustee will have no responsibility or obligation to any beneficial owner of any interest in a Global Note, a Participant or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, beneficial owner or other Person (other than the Depositary or any Holder) of any notice or the payment of any amount, under or with respect to the Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes and this Indenture will be given or made only to the registered Holders (which will be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners of any interest in a Global Note will be exercised only through the Procedures of the Depositary. The Trustee may rely and will be fully protected in relying on information furnished by the Depositary with respect to its Participants and any beneficial owners.
(11) In connection with any proposed exchange of a Definitive Note for a Global Note, the Company or the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. In addition, the transferor of any Definitive Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 1 contract
Samples: Indenture (Archrock, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 5.10, 5.14, and 4.10 hereof10.04).
(iii3) Neither the Registrar Trustee nor the Issuer shall Registrar will 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar, the Trustee nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, the Registrar, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, the Registrar, any Agent or the Issuer shall Company will be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.02.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 and 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 Depositary participants, members or beneficial owners 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.
(10) Neither the Trustee nor any agent of the Trustee will have any responsibility for any actions taken or not taken by the Depositary.
(11) The Trustee will have no responsibility or obligation to any Participant or Indirect Participant or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant or Indirect Participant or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its Participants or Indirect Participants.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the Registrar nor the Issuer shall Company will 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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. 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: Indenture (Hecla Mining Co/De/)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer 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.
(iv4) 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 IssuerCompany, evidenc- ing 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.
(v5) The Issuer Neither the Registrar nor the Company shall not be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 PDF.
(9) 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 U.S. Federal or state securities laws in connection with registrations of transfers and exchanges of the Notes. 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 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.
Appears in 1 contract
Samples: Indenture (American Woodmark Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.08, 4.10 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations Obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section 2.04 of the Issuer’s Authentication Order or at the Registrar’s requestOriginal Indenture.
(iib) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.11, 3.06 and 4.10 hereof9.04 of the Original Indenture and Section 5.02 of this Second Supplemental Indenture).
(iiic) Neither the The Registrar nor the Issuer shall 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.
(ivd) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(ve) The Issuer shall Issuers will not be required required:
(A) to issue, to register the transfer of or to ex- change 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 of the Original Indenture and ending at the close of busi- ness business on the day of selection or 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.
(vif) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(viig) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.04 of the Original Indenture.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(xh) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(i) Each Holder agrees to indemnify the Issuers, the Registrar 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. Neither the Trustee nor the Registrar 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 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: Second Supplemental Indenture (AerCap Holdings N.V.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Solera Holdings, Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.07, 4.10 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany and the Guarantor, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (United Airlines, Inc.)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication Order Company's order or at the Registrar’s 's request.
(ii) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Section 2.10 of the Base Indenture and Sections 2.10 3.01, 3.03, 4.06, 4.09 and 4.10 8.05 hereof).
(iii) Neither the The Registrar nor the 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.
(iv) 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 IssuerCompany, evidenc- ing 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.
(v) The Issuer Company shall not be required (A) to issue, to register the transfer of or to ex- change 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 of the Base Indenture and ending at the close of busi- ness business on the day of selection or 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 record date and the next succeeding Interest Payment Date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 (subject to the provisions of the Notes for record dates), and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.02 of the Base Indenture.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 2.02 to effect a registration of transfer or exchange may be submitted by facsimile.
Appears in 1 contract
Samples: First Supplemental Indenture (Entercom Communications Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s 's request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Midwest Generation LLC)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s 's request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer to the Company pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Iwo Holdings Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, subject to Section 2.06, the Issuer Company shall execute and and, upon the Company's order, the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication Order or at the Registrar’s 's request.
(ii) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 3.06, 4.10, 4.15 and 4.10 9.05 hereof).
(iii) Neither the The Registrar nor the Issuer 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.
(iv) 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 IssuerCompany, evidenc- ing 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.
(v) The Issuer Company and the Registrar shall not be required (A) to issue, to register the transfer of or to ex- change any exchange 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 busi- ness business on the day of selection or 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, (C) to register the transfer of or to exchange a Note between a Record Date record date and the next succeeding Interest Payment DateDate or (D) to register the transfer of a Note other than in denominations of $1,000 or multiple integrals thereof.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(xviii) 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 to whether any Person is or is not a Person described in clauses (1), (2) and (3) of each of Sections 2.06(b)(iv)(A), 2.06(c)(iii)(A), 2.06(d)(ii)(A), 2.06(e)(ii)(A) and 2.06(f) hereof or under applicable law (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 (Tesoro Alaska Co)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.12, 4.15 or 4.16 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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 Date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent Agent, the Company and the Issuer shall Guarantors may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and of, premium, if any) , and interest on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent Agent, or the Issuer Company and the Guarantors shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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 (W&t Offshore Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge 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 Issu- er Company or 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.07, 2.10, 3.06, 3.09, 4.10, 4.14, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the Registrar nor the Issuer Company 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.
(iv4) 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 IssuerCompany, evidenc- ing 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.
(v5) The Issuer Company shall not be required (A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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 an applicable Record Date and the next succeeding applicable Interest Payment Date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest (including Additional Interest, if any) on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii7) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to Section 4.024.02 hereof, the Issuer Company shall execute, and the Trustee shall au- thenticate authenticate and delivermail, in the name of the designated transferee or transferees, one or more re- placement replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) 8) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 Company shall execute, and the Trustee shall authenticate and delivermail, the replacement Global Notes and Definitive Notes which the Holder making the ex- change exchange is entitled to in accordance with the provisions of Section 2.02 hereof.
(x9) All certifications, certificates and Opinions of Counsel required to be submitted to the Company or Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(10) Notwithstanding anything to the contrary set forth herein, the Trustee shall have no duty or obligation to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or applicable law with respect to any transfer of any interest in any Note (including transfers between Participants or beneficial owners) 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
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s 's request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of any selection notice of Notes for redemption under Section 3.02 hereof and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 Note (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.
(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: Indenture (Koppers Holdings Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15, 4.19 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Vs Direct Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 4.08 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes of a series issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall of such series will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes of any series during a period beginning at the opening of business 15 days before the day of any selection of Notes of such series for redemption under Section 3.02 hereof and ending at the close of busi- ness business on the day of selection or 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 of any series between a Record Date record date and the next succeeding Interest Payment Dateinterest payment date for the Note of such series.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Owens Corning)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary. So long as the Depositary or its nominee is the registered owner of a Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder represented by the Global Note for all purposes under this Indenture. Owners of beneficial interests in respect of a Global Note will not be entitled to have Notes represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Definitive Notes, and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder, except as provided under Section 15.02 hereof. Accordingly, each Holder owning a beneficial interest in respect of a Global Note must rely on the procedures of the Depositary and, if such Holder is not a participant or an indirect participant, on the procedures of the participant through which such Holder owns its interest, to exercise any rights of a Holder of Notes under this Indenture or such Global Note.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 electronically by “.pdf.”
(9) The Trustee shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee. 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, Applicable Procedures 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 Definitive Note or 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 (Arazi S.a r.l.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 5.10, 5.14 and 4.10 hereof10.05).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.02.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 and 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 Depositary participants, members or beneficial owners 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 (Thermon Holding Corp.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations Obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Axiall Corp/De/)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.12, 4.16 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day mailing or electronic delivery of any selection a notice of redemption of Notes for redemption under Section 3.02 hereof and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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. Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.
(10) In all cases, Definitive Notes will be maintained in registered form under U.S. Treasury Regulations section 5f.103-1(c), and may be transferred only in accordance with such provisions.
Appears in 1 contract
Samples: Indenture (Hc2 Holdings, Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall be made to a holder Holder of, or a Beneficial Owner of a beneficial an interest in in, a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issu- er Issuer 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 4.08 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer 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.
(iv4) 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, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not be required required:
(A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day delivery of any selection a notice of redemption for Notes for redemption under Section 3.02 hereof and ending at the close of busi- ness on the day of selection or hereof;
(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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 Global 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.
(10) 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 (Wynn Resorts LTD)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent Agent, the Issuer and the Issuer shall Subsidiary Guarantors may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and of, premium, if any) , and interest on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Agent Agent, or the Issuer and the Subsidiary Guarantors shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (WESTMORELAND COAL Co)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s 's request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.10, 4.10, 4.16 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 303 hereof, or at the Note Registrar’s 's request.
(ii) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 Section 304, 906, 1016, 1017, 1108 and 4.10 1110 hereof).
(iii) Neither the The Note Registrar nor the Issuer shall will not be required to register the transfer of or exchange any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v) The Issuer shall Company will not be required required:
(A) to issue, to register the transfer of or to ex- change 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 1104 hereof and ending at the close of busi- ness business on the day of selection or selection;
(B) to register the transfer of or to exchange any Note so Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part or part; or
(C) to register the transfer of or to exchange a Note Security between a Record Date record date and the next succeeding Interest Payment Dateinterest payment date.
(vi) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note Security is regis- tered registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes Security and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06303 hereof.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 2.06 307 to effect a registration of transfer or exchange may be submitted by facsimile.
(ix) By its acceptance of any Security bearing the Private Placement Legend, each Holder of such a Security acknowledges the restrictions on transfer of such Security set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Security only as provided in this Indenture.
(x) The Company shall deliver to the Trustee an Officer's Certificate setting forth the dates on which the Restricted Period terminates.
(xi) The Note Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 306 or this Section 307. The Company shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Note Registrar.
Appears in 1 contract
Samples: Indenture (Rent a Center Inc De)
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section 2.04 of the Issuer’s Authentication Order or at the Registrar’s requestOriginal Indenture.
(iib) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.11, 3.06 and 4.10 hereof9.04 of the Original Indenture and Section 5.01 of this Third Supplemental Indenture).
(iiic) Neither the The Registrar nor the Issuer shall 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.
(ivd) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(ve) The Issuer shall Issuers will not be required required:
(A) to issue, to register the transfer of or to ex- change 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 of the Original Indenture and ending at the close of busi- ness business on the day of selection or 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.
(vif) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(viig) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.04 of the Original Indenture.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(xh) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(i) Each Holder agrees to indemnify the Issuers, the Registrar and the Trustee against any liability that may result from the transfer, exchange or assignment of such Xxxxxx’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law. Neither the Trustee nor the Registrar 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 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: Third Supplemental Indenture (AerCap Holdings N.V.)
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section 2.04 of the Issuer’s Authentication Order or at the Registrar’s requestOriginal Indenture.
(iib) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.11, 3.06 and 4.10 hereof9.04 of the Original Indenture and Section 5.02 of this First Supplemental Indenture).
(iiic) Neither the The Registrar nor the Issuer shall 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.
(ivd) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(ve) The Issuer shall Issuers will not be required required:
(A) to issue, to register the transfer of or to ex- change 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 of the Original Indenture and ending at the close of busi- ness business on the day of selection or 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.
(vif) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(viig) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.04 of the Original Indenture.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(xh) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(i) Each Holder agrees to indemnify the Issuers, the Registrar 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. Neither the Trustee nor the Registrar 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 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: First Supplemental Indenture (AerCap Holdings N.V.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 3.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 3.10, 4.06, 4.09, 5.10, 5.15 and 4.10 10.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(A) to issue, to register the transfer of or to ex- change 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 4.02 hereof and ending at the close of busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 3.02 hereof.
(x) 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 or electronic image scan.
Appears in 1 contract
Samples: First Supplemental Indenture (Vanguard Natural Resources, LLC)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.19, 4.20 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent Agent, the Guarantors and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest , interest, or Additional Interest, if any, on such Notes and for all other purposes, and none of the Trus- teeTrustee, any Guarantor, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 other electronic transmission.
(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 Note (including any transfers between or among 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 compliance as to form with the express requirements hereof.
Appears in 1 contract
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall will 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 hereof and ending at the close of busi- ness business on the day of selection or selection;
(B) to register the transfer of or to exchange any Note so Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part or part; or
(C) to register the transfer of or to exchange a Note Security between a Record Date record date and the next succeeding Interest Payment Dateinterest payment date.
(vi6) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note Security is regis- tered registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes Securities and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary. So long as the Depositary or its nominee is the registered owner of a Global Note, the Depositary or such nominee, as the case may be, will be considered the sole owner or Holder represented by the Global Note for all purposes under this Indenture. Owners of beneficial interests in respect of a Global Note will not be entitled to have Securities represented by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of Definitive Notes, and will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the Trustee thereunder, except as provided under Section 15.02 hereof. Accordingly, each Holder owning a beneficial interest in respect of a Global Note must rely on the procedures of the Depositary and, if such Holder is not a participant or an indirect participant, on the procedures of the participant through which such Holder owns its interest, to exercise any rights of a Holder of Securities under this Indenture or such Global Note.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 electronically by “.pdf.”
(9) The Trustee shall be entitled to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and the transferee. 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, Applicable Procedures or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary Participants or beneficial owners of interests in any Definitive Note or 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 (Arazi S.a r.l.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer Revel shall execute and the Trustee shall authenticate Global Notes Securities and Definitive Notes Securities upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall be made to a holder 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 Issu- er Revel 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.10, 4.10, 4.15, 4.16 and 4.10 hereof9.05).
(iii3) Neither the The Registrar nor the Issuer shall not be required to register the transfer of or exchange any Note Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part.
(iv4) All Global Notes Securities and Definitive Notes Securities issued upon any registration of transfer or exchange of Global Notes Securities or Definitive Notes Securities shall be the valid obligations of the IssuerRevel, evidenc- ing 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.
(v5) The Issuer Neither the Registrar nor Revel shall not be required required:
(A) to issue, to register the transfer of or to ex- change 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 hereof and ending at the close of busi- ness business on the day of selection or selection;
(B) to register the transfer of or to exchange any Note so Security selected for redemption in whole or in part, except the unredeemed portion of any Note Security being redeemed in part or part; or
(C) to register the transfer of or to exchange a Note Security between a Record Date record date and the next succeeding Interest Payment Dateinterest payment date.
(vi6) Prior to due presentment for the registration of a transfer of any NoteSecurity, the Trus- teeTrustee, any Agent and the Issuer shall Revel may deem and treat the Person in whose name any Note Security is regis- tered registered as the absolute owner of such Note Security for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes Securities and for all other purposes, and none of the Trus- teeTrustee, any Agent or the Issuer Revel shall be affected by notice to the contrary.
(vii7) The Trustee shall authenticate Global Notes Securities and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to Securities in accordance with the provisions of Section 2.02 hereof2.02.
(x) 8) All certifications, certifications and 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
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, subject to this Section 2.06, the Issuer Company shall execute and and, upon the written order of the Company signed by an Officer of the Company, the Trustee shall authenticate definitive Notes and Global Notes and Definitive Notes upon the Issuer’s Authentication Order or at the Registrar’s 's request.
(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a any Holder of a Definitive Note for any registration of transfer or exchangeexchange (except as otherwise expressly permitted herein), but the Issu- er 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 tax or similar governmen- tal governmental charge payable upon exchange or transfer exchanges pursuant to Sections 2.10 and 4.10 2.10, 3.07 or 9.05 hereof, which shall be paid by the Company).
(iii) Neither the The Registrar nor the 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.
(iv) All Global definitive Notes and Definitive Global Notes issued upon any registration of transfer or exchange of Global definitive Notes or Definitive Global Notes shall be the valid obligations Obligations of the IssuerCompany, evidenc- ing 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.
(v) The Issuer Company and the Registrar shall not be required required:
(A) to issue, to register the transfer of or to ex- change any exchange Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section Sections 3.01 and 3.02 hereof and ending at the close of busi- ness business on the day of selection or 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;
(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 a Note other than in amounts of $1,000 or multiple integrals thereof.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 purposesNotes, and none of neither the Trus- teeTrustee, any Agent or nor the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate definitive Notes and Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Duane Reade Inc)
General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order or at the Registrar’s requestin accordance with Section 2.02 hereof.
(ii) No service charge 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 Issu- er may Company or the Trustee will 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.07, 2.10, 3.06, 3.07, 4.10, 4.11 and 4.10 9.03(b) hereof).
(iii) Neither the Registrar nor the Issuer Company 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.
(iv) 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 IssuerCompany, evidenc- ing 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.
(v) The Issuer Company shall not be required (A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection mailing of Notes for a notice of redemption under Section 3.02 3.03 hereof and ending at the close of busi- ness business on the day of selection or 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 (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to Section 4.024.02 hereof, the Issuer Company shall execute, and the Trustee shall au- thenticate authenticate and delivermail, in the name of the designated transferee or transferees, one or more re- placement replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ixviii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any au- thorized 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 Company shall execute, and the Trustee shall authenticate and delivermail, the replacement Global Notes and Definitive Notes which the Holder making the ex- change exchange is entitled to in accordance with the provisions of Section 2.02 hereof.
(xix) 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) Neither the Trustee nor the Registrar 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 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 (WEX Inc.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge or notation payable upon exchange exchange, transfer or transfer notation pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.04 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany and the Guarantors, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s Authentication receipt of an Issuer Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er Parent 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 and 4.10 hereofSection 2.09, 3.23, 3.24, 3.25, 5.06 or 9.05 or the penultimate paragraph of Section 2.02).
(iii3) Neither the Registrar Registrar, the Trustee nor the any 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.
(iv4) 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 IssuerIssuers, evidenc- ing 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.
(v5) The Issuer None of the Issuer, the Registrar or the Trustee shall not be required (A) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day transmission of any selection a notice of redemption of the Notes for redemption under to be redeemed pursuant to Section 3.02 hereof 5.03 and ending at the close of busi- ness business on the day of selection or such transmission, (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, (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment DateDate or (D) to register the transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Sale Offer.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer Issuers shall deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary. Without limiting the generality of the foregoing, a Holder, including the Depositary that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and the Depositary that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depositary’s standing instructions and customary practices.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii7) Upon surrender for registration of transfer of any Note at the office or agency of the Parent Issuer designated pursuant to Section 4.023.06, the Issuer Issuers shall execute, and the Trustee shall au- thenticate authenticate and delivermail, in the name of the designated transferee or transferees, one or more re- placement replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) 8) At the option of the Holder, subject to Section 2.06(a), Notes may be exchanged for other Notes of any au- thorized 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 Issuers shall execute, and the Trustee shall authenticate and deliver, the replacement Global Notes and Definitive Notes to which the Holder making the ex- change exchange is entitled to in accordance with the provisions of Section 2.02 hereof2.02.
(x9) 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 by electronic transmission or mail.
(10) [Reserved].
(11) 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 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. 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 (Option Care Health, Inc.)
General Provisions Relating to Transfers and Exchanges. (ia) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon receipt of a Company Order in accordance with Section 2.04 of the Issuer’s Authentication Order or at the Registrar’s requestOriginal Indenture.
(iib) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.11, 3.06 and 4.10 hereof9.04 of the Original Indenture and Section 5.02 of this Third Supplemental Indenture).
(iiic) Neither the The Registrar nor the Issuer shall 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.
(ivd) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(ve) The Issuer shall Issuers will not be required required:
(A) to issue, to register the transfer of or to ex- change 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 of the Original Indenture and ending at the close of busi- ness business on the day of selection or 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.
(vif) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(viig) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.04 of the Original Indenture.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(xh) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 Article III to effect a registration of transfer or exchange may be submitted by facsimile.
(i) Each Holder agrees to indemnify the Issuers, the Registrar 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. Neither the Trustee nor the Registrar 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 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: Third Supplemental Indenture (AerCap Holdings N.V.)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 Section 2.10, Section 3.06, Section 3.09, Section 4.12, Section 4.17, Section 4.19, Section 4.20, Section 4.21 and 4.10 hereofSection 9.06).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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 Date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.062.02.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner in a Global Note, an agent member of the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member of the Depositary, with respect to any ownership interest in the Notes or with respect to the delivery to any agent member of the Depositary, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes and this Indenture shall be given or made only to or upon the order of the registered holders (which shall be the Depositary or its nominee in the case of the Global Note). The rights of beneficial owners in the Global Note shall be exercised only through the Depositary subject to the applicable procedures. The Trustee and each Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee and each Agent shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Indenture relating to such Global Note (including the payment of principal, premium, if any, and interest and Additional Interest, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. None of the Trustee or any Agent shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between the Depositary and any agent member of the Depositary or between or among the Depositary, any such agent member of the Depositary and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.
(10) Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Company, the Trustee, any Agent, or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Global Note or shall impair, as between such Depositary and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Note.
(11) None of the Trustee or 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 security (including any transfers between or among Depositary participants, members or beneficial owners 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 (Cheniere Energy Inc)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s 's request.
(ii2) No service charge shall 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 Issu- er Company and 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Company will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.11, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerCompany, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Company will be required required: SF\552388.8
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Company may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Company shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer Company shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s 's request.
(ii2) No service charge 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the 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.
(iv4) 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 IssuerCompany, evidenc- ing 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.
(v5) The Issuer Company shall not be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi) Prior to due presentment for the registration of a transfer of any Note, the Trus- tee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is regis- tered 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 Trus- tee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 (Ipc Acquisition Corp)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall Issuers will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.14 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the IssuerIssuers, evidenc- ing 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.
(v5) The Issuer shall not Neither the Registrar nor the Issuers will be required required:
(Aa) to issue, to register the transfer of or to ex- change exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing any selection notice of Notes for redemption under Section 3.02 3.03 hereof and ending at the close of busi- ness business on the day of selection or such mailing;
(Bb) 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 record date and the next succeeding Interest Payment Dateinterest payment date.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall Issuers may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer Issuers shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 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 any participants of the Depositary 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 for any actions taken or not taken by the Depositary. The Trustee shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the notes, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. In connection with any proposed exchange of a certificated note for a global note, the Issuers shall be required to use commercially reasonable efforts to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Internal Revenue Code. The Trustee shall be entitled rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 1 contract
Samples: Indenture (Endo International PLC)
General Provisions Relating to Transfers and Exchanges. (i1) To permit registrations of transfers and exchanges, the Issuer shall will execute and the Trustee shall will authenticate Global Notes and Definitive Notes upon the Issuer’s receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
(ii2) No service charge shall 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 Issu- er 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 governmen- tal governmental charge payable upon exchange or transfer pursuant to Sections 2.10 2.10, 3.06, 3.09, 4.10, 4.15 and 4.10 9.05 hereof).
(iii3) Neither the The Registrar nor the Issuer shall 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.
(iv4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall will be the valid obligations of the Issuer, evidenc- ing 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.
(v5) The Neither the Registrar nor the Issuer shall not will be required required:
(A) to issue, to register the transfer of or to ex- change 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 busi- ness business on the day of selection or 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.
(vi6) Prior to due presentment for the registration of a transfer of any Note, the Trus- teeTrustee, any Agent and the Issuer shall may deem and treat the Person in whose name any Note is regis- tered 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 Trus- teeTrustee, any Agent or the Issuer shall be affected by notice to the contrary.
(vii7) The Trustee shall will authenticate Global Notes and Definitive Notes in accordance with the provisions of this Section 2.06.
(viii) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02, the Issuer shall execute, and the Trustee shall au- thenticate and deliver, in the name of the designated transferee or transferees, one or more re- placement Notes of any authorized denomination or denominations of a like aggregate principal amount.
(ix) At the option of the Holder, Notes may be exchanged for other Notes of any au- thorized 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 ex- change is entitled to in accordance with the provisions of Section 2.02 hereof.
(x) 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 image scan.
(9) Neither the Trustee nor any agent of the Trustee 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 Note (including any transfers of any interest in a Global Note between or among Participants or Beneficial Owners of any such interest) 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.
(10) The Trustee will have no responsibility or obligation to any Beneficial Owner of any interest in a Global Note, a Participant or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, Beneficial Owner or other Person (other than the Depositary or any Holder) of any notice or the payment of any amount, under or with respect to the Notes. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Notes and this Indenture will be given or made only to the registered Holders (which will be the Depositary or its nominee in the case of a Global Note). The rights of Beneficial Owners of any interest in a Global Note will be exercised only through the Procedures of the Depositary. The Trustee may rely and will be fully protected in relying on information furnished by the Depositary with respect to its Participants and any Beneficial Owners.
(11) The transferor of any Note shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information. In connection with any proposed exchange of a Definitive Note for a Global Note, the Issuer or the Depositary shall be required to provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Section 6045 of the Code. The Trustee may rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
Appears in 1 contract
