Common use of Notices to Holders of the Notes Clause in Contracts

Notices to Holders of the Notes. Each Monthly Report and Valuation Report shall contain or shall have attached to it a notice to the Holders of the Notes stating that (A) each Holder of a beneficial interest in the Notes shall be deemed to have (i) represented that the Holder is both (1) a Qualified Institutional Buyer and (2) a Qualified Purchaser and (ii) made all other representations set forth in the legends of the applicable Notes, (B) the Issuer shall have the right to refuse to honor a transfer of the Notes to a person who does not satisfy the requirements set forth in subclause (A) of this Section 10.10 and (C) pursuant to Section 2.12, the Issuer may require a Non-Permitted Holder to transfer its interest in the Notes to a Person that is not a Non-Permitted Holder within 30 days of receiving notice to such effect from the Issuer and, if such Non-Permitted Holder fails to transfer its Notes, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Notes or interest in Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. To the extent a notice is sent to a Holder of Rule 144A Global Notes, the Trustee will request such Holder to send the notice to the beneficial owners of such Notes.

Appears in 3 contracts

Samples: Indenture (FS Investment Corp III), Indenture (FS Investment Corp II), Indenture (FS Energy & Power Fund)

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Notices to Holders of the Notes. Each Monthly Report and Valuation Report shall contain To the extent not already stated in the definitive Notes or the Global Notes, each notice to the Holders of the Notes shall have attached to it a notice to the Holders of the Notes stating that (A) each Holder of a beneficial interest in the Notes shall be deemed to have (i) represented that the Holder is (x) with respect to Rule 144A Global Notes, both (1) a Qualified Institutional Buyer and (2) a Qualified Purchaser or (y) with respect to Regulation S Global Notes, (1) not a U.S. Person and (2) a Qualified Purchaser and (ii) made all other representations set forth in the legends of the applicable Notes, (B) the Issuer shall have the right to refuse to honor a transfer of the Notes to a person who does not satisfy the requirements set forth in subclause (A) of this Section 10.10 and (C) pursuant to Section 2.12, the Issuer may require a Non-Permitted Holder to transfer its interest in the Notes to a Person that is not a Non-Permitted Holder within 30 days of receiving notice to such effect from the Issuer and, if such Non-Permitted Holder fails to transfer its Notes, the Issuer shall have the right, without further notice to the Non-Permitted Holder, to sell such Notes or interest in Notes to a purchaser selected by the Issuer that is not a Non-Permitted Holder on such terms as the Issuer may choose. To the extent a notice is sent to a Holder of Rule 144A Global Notes, the Trustee will request such Holder to send the notice to the beneficial owners of such Notes.

Appears in 1 contract

Samples: Indenture (FS Energy & Power Fund)

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