Notes Registrar and Paying Agent Sample Clauses

Notes Registrar and Paying Agent. (a) The Issuer will initially act as the paying agent (the “Paying Agent”) in respect of the Notes and registrar (the “Notes Registrar”) reflecting ownership of the Notes. For as long as the Notes are listed on the TASE- UP, the Issuer undertakes to only appoint a person resident, organized and with its principal place of business in the State of Israel as successor Notes Registrar. The Notes Registrar shall maintain a register reflecting ownership of Definitive Registered Notes (as defined herein) (the “Notes Register”) outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on behalf of the Issuer, provided that in the event the Issuer is not the Notes Registrar, the register kept by, and at the registered office of, the Issuer shall prevail in the event of any discrepancy between such register and the register held by the Notes Registrar. (b) The Issuer may change the Paying Agent or Notes Registrar with prior notice to the Trustee. For so long as the Notes are listed for trading on the TASE-UP, the Issuer will publish a notice of any change of Paying Agent or Notes Registrar through the newswire service of Bloomberg, or if Bloomberg does not then operate, any similar agency or news service, and, to the extent and in the manner permitted by the Applicable Procedures, post such notice on the official website of the TASE (xxxx://xxxx.xxxx.xx.xx or any successor website thereto) in accordance with Section 13.4 (Notices). (c) The Issuer will use its best efforts to select a Paying Agent that is resident, organized, and with its principal place of business in either (i) the State of Israel, or (ii) any other jurisdiction, provided that for jurisdictions that are not (or are not within or under) the State of Israel, the Issuer will obtain and, reasonably prior to effecting any binding legal commitments to use such Paying Agent, have delivered to the Trustee, an opinion of independent legal or tax advisers of recognized standing chosen by the Issuer to the effect that no additional withholding or other Taxes will be imposed by such other jurisdiction on any Holder or beneficial owner as a result of the selection of such Paying Agent.
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Notes Registrar and Paying Agent. The Issuer will initially act as the paying agent (the “Paying Agent”) in respect of the Notes and registrar (the “Notes Registrar”) reflecting ownership of the Notes. For as long as the Notes are listed on the TASE- UP, the Issuer undertakes to only appoint a person resident, organized and with its principal place of business in the State of Israel as successor Notes Registrar. The Notes Registrar shall maintain a register reflecting ownership of Definitive Registered Notes (as defined herein) (the “Notes Register”) outstanding from time to time and will make payments on and facilitate transfer of Definitive Registered Notes on behalf of the Issuer, provided that in the event the Issuer is not the Notes Registrar, the register kept by, and at the registered office of, the Issuer shall prevail in the event of any discrepancy between such register and the register held by the Notes Registrar.
Sample 1

Related to Notes Registrar and Paying Agent

  • Registrar and Paying Agent The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "

  • Registrar, Transfer Agent and Paying Agent The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (“Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (“Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes (“Note Register”) and of their transfer and exchange. The registered Holder of a Note will be treated as the owner of such Note for all purposes and only registered Holders shall have rights under this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar. The Issuer initially appoints The Depository Trust Company, its nominees and successors (“DTC”) to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

  • Registrar, Paying Agent and Conversion Agent (a) The Company shall maintain one or more offices or agencies where Securities may be presented for registration of transfer or for exchange (each, a “Registrar”), one or more offices or agencies where Securities may be presented or surrendered for payment (each, a “Paying Agent”), one or more offices or agencies where Securities may be presented for conversion (each, a “Conversion Agent”) and one or more offices or agencies where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The Company will at all times maintain a Paying Agent, Conversion Agent, Registrar and an office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served in the Borough of Manhattan, The City of New York. One of the Registrars (the “Primary Registrar”) shall keep a register of the Securities and of their transfer and exchange. At the option of the Company, any payment of cash may be made by check mailed to the Holders at their addresses set forth in the register of Holders. (b) The Company shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, provided that the Agent may be an Affiliate of the Trustee. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address, and any change in the name or address, of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Paying Agent, Conversion Agent, or agent for service of notices and demands in any place required by this Indenture, or fails to give the foregoing notice, the Trustee shall act as such. The Company or any Affiliate of the Company may act as Paying Agent (except for the purposes of Section 5.01 and Article 9). (c) The Company hereby initially designates the Trustee as Paying Agent, Registrar, Securities Custodian and Conversion Agent, and designates the Corporate Trust Office of the Trustee as the office or agency of the Company for each of the aforesaid purposes and as the office or agency where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served.

  • Paying Agent and Registrar Initially, U.S. Bank National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

  • Paying Agent, Transfer Agent and Registrar Initially, Wilmington Trust, National Association, the Trustee under the Indenture, will act as Paying Agent, Transfer Agent and Registrar. The Issuers may change any Paying Agent, Transfer Agent or Registrar without prior notice to the Holders. The Issuer or any of its Subsidiaries may act in any such capacity.

  • Paying Agent and Security Registrar The Trustee will act as Paying Agent, Security Registrar and Conversion Agent. The Company may change any Paying Agent, Security Registrar, co-registrar or Conversion Agent without prior notice. The Company or any of its Affiliates may act in any such capacity.

  • Registrar and Transfer Agent To maintain, at its expense, a registrar and transfer agent for the Stock.

  • Paying Agent 6 Person..........................................................6

  • Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent. The Company may act as Registrar or (except for purposes of Article 8)

  • Trustee, Paying Agents, Conversion Agents, Bid Solicitation Agent or Note Registrar May Own Notes The Trustee, any Paying Agent, any Conversion Agent, Bid Solicitation Agent (if other than the Company or any Affiliate thereof) or Note Registrar, in its individual or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not the Trustee, Paying Agent, Conversion Agent, Bid Solicitation Agent or Note Registrar.

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