Common use of No Obligation of the Transfer Agent Clause in Contracts

No Obligation of the Transfer Agent. (1) The Transfer Agent shall have no responsibility or obligation to any beneficial owner of Global Series A Preferred Stock, a member of, or a participant in DTC or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Series A Preferred Stock or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Series A Preferred Stock. All notices and communications to be given to the Holders and all payments to be made to Holders under the Series A Preferred Stock shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the Global Series A Preferred Stock). The rights of beneficial owners in any Global Series A Preferred Stock shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (2) The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under these Articles Supplementary or under applicable law with respect to any transfer of any interest in any Series A Preferred Stock (including any transfers between or among DTC participants, members or beneficial owners in any Global Series A Preferred Stock) 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 these Articles Supplementary, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 5 contracts

Samples: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)

AutoNDA by SimpleDocs

No Obligation of the Transfer Agent. (1A) The Transfer Agent shall have no responsibility or obligation to any beneficial owner of Global Series A Preferred Stock, a member of, or a participant in DTC any Agent Member or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Series A Preferred Stock or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Series A Preferred Stock. All notices and communications to be given to the Holders and all payments to be made to such Holders under the Series A Preferred Stock this Certificate of Designations shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the Global Series A Preferred Stock). The rights of beneficial owners in any Global Series A Preferred Stock shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants Agent Members and any beneficial owners. (2B) The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under these Articles Supplementary this Certificate of Designations or under applicable law with respect to any transfer of any interest in any Series A Preferred Stock (including any transfers between or among DTC participants, members or beneficial owners in any Global Series A Preferred Stock) 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 these Articles Supplementarythis Certificate of Designations, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 4 contracts

Samples: Subscription Agreement (KLR Energy Acquisition Corp.), Subscription Agreement (KLR Energy Acquisition Corp.), Subscription Agreement (KLR Energy Acquisition Corp.)

No Obligation of the Transfer Agent. (1A) The Transfer Agent shall have no responsibility or obligation to any beneficial owner of Global Series A B Preferred Stock, a member of, or a participant in DTC any Agent Member or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Series A B Preferred Stock or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Series A B Preferred Stock. All notices and communications to be given to the Holders and all payments to be made to such Holders under the Series A Preferred Stock this Certificate of Designations shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the Global Series A B Preferred Stock). The rights of beneficial owners in any Global Series A B Preferred Stock shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants Agent Members and any beneficial owners. (2B) The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under these Articles Supplementary this Certificate of Designations or under applicable law with respect to any transfer of any interest in any Series A B Preferred Stock (including any transfers between or among DTC participants, members or beneficial owners in any Global Series A B Preferred Stock) 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 these Articles Supplementarythis Certificate of Designations, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 2 contracts

Samples: Merger Agreement (Resolute Energy Corp), Merger Agreement (Cimarex Energy Co)

No Obligation of the Transfer Agent. (1A) The Transfer Agent shall have no responsibility or obligation to any beneficial owner of Global Series A Preferred Stock, a member of, of or a participant in in, DTC or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Series A Preferred Stock or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Series A Preferred Stock. All notices and communications to be given to the Holders and all payments to be made to Holders under the Series A Preferred Stock shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the Global Series A Preferred Stock). The rights of beneficial owners in any Global Series A Preferred Stock shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (2B) The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under these Articles Supplementary this Certificate of Designations or under applicable law with respect to any transfer of any interest in any Series A Preferred Stock (including any transfers between or among DTC participants, members or beneficial owners in any Global Series A Preferred Stock) 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 these Articles Supplementarythis Certificate of Designations, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Purchase Agreement (MRC Global Inc.)

AutoNDA by SimpleDocs

No Obligation of the Transfer Agent. (1) The Transfer Agent or the Company shall have no responsibility or obligation to any beneficial owner of Global Series A Preferred Stock, a member of, of or a participant in in, DTC or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Series A Preferred Stock or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Series A Preferred Stock. All notices and communications to be given to the Holders and all payments to be made to Holders under the Series A Preferred Stock shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the Global Series A Preferred Stock). The rights of beneficial owners in any Global Series A Preferred Stock shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (2) The Transfer Agent or the Company shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under these Articles Supplementary this Certificate of Amendment or under applicable law with respect to any transfer of any interest in any Series A Preferred Stock (including any transfers between or among DTC participants, members or beneficial owners in any Global Series A Preferred Stock) 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 these Articles Supplementarythis Certificate of Amendment, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Eastman Kodak Co)

No Obligation of the Transfer Agent. (1A) The Transfer Agent shall have no responsibility or obligation to any beneficial owner of a Global Series A Preferred StockSecurity, a member of, or a participant in DTC or any other Person with respect to the accuracy of the records of DTC or its nominee or of any participant or member thereof, with respect to any ownership interest in the Series A C Preferred Stock or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice or the payment of any amount, under or with respect to such Global Series A Preferred StockSecurity. All notices and communications to be given to the Holders and all payments to be made to Holders under the Series A C Preferred Stock shall be given or made only to the Holders (which shall be DTC or its nominee in the case of the a Global Series A Preferred StockSecurity). The rights of beneficial owners in any Global Series A Preferred Stock Security shall be exercised only through DTC subject to the applicable rules and procedures of DTC. The Transfer Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. (2B) The Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under these Articles Supplementary this Certificate of Designations or under applicable law with respect to any transfer of any interest in any Series A Preferred Stock Security (including any transfers between or among DTC participants, members or beneficial owners in any Global Series A Preferred StockSecurity) 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 these Articles Supplementarythis Certificate of Designations, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Appears in 1 contract

Samples: Subscription Agreement (Oriental Financial Group Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!