Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request. (ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof). (iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date. (iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the contrary. (v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, and shall be entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. (vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 6 contracts
Samples: Indenture (Bunge Limited Finance Corp), Indenture (Bunge LTD), Indenture (Bunge LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2ARTICLE II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 SECTIONS 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 1)15 calendar days before the mailing sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) . All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 6 contracts
Samples: Indenture (iHeartMedia, Inc.), Indenture (iHeartMedia, Inc.), Indenture (iHeartMedia, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate certificated Notes, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Trustee may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or registration of transfer pursuant to Section 3.15 Sections 3.06, 4.11 and Section 9.05 hereofof this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 10 days before the mailing of a notice of redemption or an offer to repurchase Notes or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 10 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any registration of transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 6 contracts
Samples: Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.), Indenture (Amc Entertainment Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 3.15 Sections 2.8, 3.6, 4.9 and Section 9.05 hereof9.5 of this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing date or interest payment date, as the case may be.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-co registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 6 contracts
Samples: Indenture (Verisign Inc/Ca), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shallIssuer or the Company, subject to the other terms and conditions of this Article 2as applicable, shall execute and the Trustee shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange; provided, but however, that the Company Issuer or the Guarantor Company, as applicable, may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer pay all taxes, assessments or similar governmental charges payable upon exchange in connection with any transfer or transfer pursuant to Section 3.15 and Section 9.05 hereof)exchange.
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Issuer, the Company, the Trustee, the a Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Issuer, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(viv) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(viv) All Global Notes The transferor of any Note shall provide or cause to be registered in provided to the name Trustee all information reasonably requested by the Trustee that is 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 DTC, or a nominee thereof, and all transfers the Internal Revenue Code of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same1986. The Company, the Guarantor Trustee may rely on information provided to it and the Trustee shall have no responsibility to verify or liability ensure the accuracy of such information. In connection with any proposed exchange of a certificated Note for transfers of beneficial ownership interests in any a Global Note, the Issuer or the Depositary shall provide or cause to be provided to the Trustee all information reasonably requested by the Trustee that is 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 of 1986. 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 6 contracts
Samples: Fourth Supplemental Indenture (Keurig Dr Pepper Inc.), Second Supplemental Indenture (Keurig Dr Pepper Inc.), Fifth Supplemental Indenture (Keurig Dr Pepper Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the U.S. Trustee shall authenticate Definitive Registered Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 3.15 Sections 3.7, 4.9 and Section 9.05 hereof9.4 of this Indenture).
(iii) The Registrar or co-registrar shall need not be required to register the transfer of, of or exchange ofany Notes selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Note Notes for a period beginning (1) of 15 days before prior to any date fixed for the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day redemption of such mailing or (2) notes, for a period of 15 days before an immediately prior to the date fixed for selection of such Notes to be redeemed in part, for a period of 15 days prior to the record date with respect to any interest payment date applicable to such Notes; or which the Holder has tendered (and ending on such interest payment datenot withdrawn) for repurchase in connection with a Change of Control Offer.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the U.S. Trustee, the Paying Agent, the Registrar or any co-registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whatsoever (whether or not such Note is overdue, ) and none of the Company, the U.S. Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 5 contracts
Samples: Indenture (Open Text Corp), Indenture (Open Text Corp), Indenture (Open Text Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Physical Notes and Global Notes at the Registrar’s or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, tax or similar other governmental charge payable that may be imposed in connection therewith (with any registration of transfer or exchange of Notes other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer exchanges pursuant to Section 3.15 and Section 9.05 hereof)Sections 3.04, 4.07 or 11.04 not involving any transfer.
(iii) The Registrar or co-registrar Company shall not be required to (A) to issue, register, register the transfer ofof or exchange any Note during a period of 15 days preceding the selection of Notes for redemption, or (B) register the transfer of or exchange ofof any Physical Note selected for redemption in whole or in part pursuant to Article 3 of this Indenture, except in the case of any Physical Note for a period beginning (1) 15 days before to be redeemed in part, the mailing of a notice of an offer portion thereof not to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 5 contracts
Samples: Fourth Supplemental Indenture (TRW Inc), Sixth Supplemental Indenture (TRW Inc), Second Supplemental Indenture (TRW Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 5 contracts
Samples: Indenture (Churchill Downs Inc), Indenture (CHURCHILL DOWNS Inc), Indenture (Builders FirstSource, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuers (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 5 contracts
Samples: Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Limited Partnership)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 5 contracts
Samples: Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource, Inc.), Indenture (Builders FirstSource, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the U.S. Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.6 or 9.4). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the TrusteeTrustees, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the TrusteeTrustees, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 4 contracts
Samples: Indenture (Primo Water Corp /CN/), Indenture (Primo Water Corp /CN/), Indenture (Cott Corp /Cn/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or and the Guarantor Trustee may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.08 and Section 9.05 hereofof this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of redemption or an offer to repurchase Notes or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 4 contracts
Samples: Indenture (Tempur Sealy International, Inc.), Indenture (Tempur Sealy International, Inc.), Indenture (Tempur Sealy International, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer taxtaxes, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.5 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to such Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 4 contracts
Samples: Indenture (Carvana Co.), Indenture (Carvana Co.), Indenture (Carvana Co.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuers (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(i) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 4 contracts
Samples: Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06 and Section 9.05 hereofof this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 calendar days before (a) the mailing record date for any payment of a notice of an offer to repurchase or redeem Notes and ending at the close of business interest on the day Notes, (b) any date fixed for redemption of such mailing the Notes or (2c) 15 days before an interest payment the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the transfer agent may require a holder, among other things, to furnish appropriate endorsements and ending on such interest payment datetransfer documents as described in this Indenture. Issuer may require a holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 4 contracts
Samples: Indenture (Crocs, Inc.), Indenture (Crocs, Inc.), Indenture (Energizer Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuers (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 4 contracts
Samples: Indenture (Ladder Capital Corp), Indenture (Ladder Capital Corp), Indenture (Ladder Capital Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 3.6 or 9.5).
(iii3) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date Interest Payment Date and ending on such interest payment dateInterest Payment Date.
(iv4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v5) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes of such series surrendered upon such transfer or exchange.
(vi6) All Any Definitive Note delivered in exchange for an interest in a Global Notes Note pursuant to Section 2.1(d) shall be registered bear the legend set forth in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global NoteSection 2.1(c).
Appears in 4 contracts
Samples: Indenture (Ralph Lauren Corp), Indenture (Ralph Lauren Corp), Indenture (Reliance Steel & Aluminum Co)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuers shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon any exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereofof the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, interest, premium and premiumAdditional Interest, if any, and interest on on, such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
. Accordingly, for purposes of clause (vi3) All Global of the second paragraph of Section 4.09 of this Indenture, “the Notes issued and sold on the Initial Issuance Date” shall be registered deemed to refer to and include any Notes issued in the name of DTCexchange for, or a nominee upon registration of transfer of, or in lieu of, any such Notes (or any predecessor Notes thereof) pursuant to Sections 2.3 or 2.4 hereof or Sections 2.06, and all transfers 2.07, 2.09, 3.06, 4.10, 4.15 or 9.05 of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Notethis Indenture.
Appears in 4 contracts
Samples: Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC), Indenture (Linn Energy, LLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee Authenticating Agent shall authenticate Definitive Certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to Holders of a beneficial interest in a Global Note or to a Holder of a Certificated Note for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing date or Interest Payment Date, as the case may be.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 4 contracts
Samples: Indenture (Arconic Corp), Indenture (Arconic Inc.), Indenture (Arconic Rolled Products Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.02, 2.06, 2.10, 2.12, 3.02, 3.06, 5.06 or 9.05).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Cliffs Natural Resources Inc.), Indenture (Cliffs Natural Resources Inc.), Indenture (Cliffs Natural Resources Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 3.15 Sections 2.8, 3.6, 4.9 and Section 9.05 hereof9.5 of this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing or sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing or sending date or Interest Payment Date, as the case may be.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-co registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.2, 2.6, 2.10, 2.12, 3.5, 3.10, 5.6 or 9.5).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Edgen Group Inc.), Indenture (Edgen Murray II, L.P.), Indenture (Easton-Bell Sports, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuers shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s requestNotes.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereof9.04 and of the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is 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 Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Note Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 8.06 and Section 9.05 hereof10.08 of the Indenture).
(iii) The Note Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of redemption or an offer to repurchase Notes or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment dateInterest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Note Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Note Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Lumen Technologies, Inc.), Indenture, Indenture (Qwest Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Note Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer taxTax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxesTaxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof10.08 of the Indenture).
(iii) The Note Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of redemption or an offer to repurchase Notes or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment dateInterest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Note Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Note Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall Authenticating Agent shall, upon receipt of an Authentication Order, authenticate Definitive Certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing date or Interest Payment Date, as the case may be.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Senior Indenture (Aptiv Corp), Senior Indenture (Delphi Trade Management, LLC), Subordinated Indenture (Delphi Trade Management, LLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (RBC Bearings INC), Indenture (Diversey Holdings, Ltd.), Indenture (Infrastructure & Energy Alternatives, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuers shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereofand of the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is 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 Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Martin Midstream Partners L.P.), Indenture (Martin Midstream Partners L.P.), Indenture (Summit Midstream Partners, LP)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute execute, and the Trustee shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 3.7, 3.9, 5.8 or 9.5).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange ofof (i) any Notes selected for redemption (except in the case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Note Notes for a period beginning (1) 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, on and interest on and Special Interest, if any, on, such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(c), bear the Private Placement Legend set forth in Section 2.1(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Mariner Energy Inc), Indenture (Mariner Energy Inc), Indenture (Mariner Energy Resources, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Churchill Downs Inc), Indenture (21st Century Oncology Holdings, Inc.), Indenture (Epicor International Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuers (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Trinseo S.A.), Indenture (Trinseo S.A.), Indenture (Trinseo S.A.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes upon receipt of an Authentication Order in accordance with Section 2.03 of this Indenture or at the Registrar’s or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 2.11, 3.06, 3.07 and Section 9.05 hereofof this Indenture).
(iii) The Neither the Registrar or co-registrar nor the Company shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such mailing date or Interest Payment Date, as the case may be, or (c) a Note between a record date and the next succeeding interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile.
(vii) The Trustee will authenticate Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made Definitive Notes in accordance with the rules provisions of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers Section 2.03 of beneficial ownership interests in any Global Notethis Indenture.
Appears in 3 contracts
Samples: Indenture (Era Group Inc.), Indenture (Era Group Inc.), Indenture (Seacor Holdings Inc /New/)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or Issuer and the Guarantor Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or Issuers and the Guarantor Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.13, 3.5, 5.6 or 9.5). The Issuers (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to the first paragraph of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part or any Note not redeemed due to the failure of a condition precedent to the redemption. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A or Exhibit B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legends regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 3 contracts
Samples: Indenture (Quorum Health Corp), Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 3.05, 5.06 or 9.05). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Notes Collateral Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Notes Collateral Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Embecta Corp.), Indenture (Embecta Corp.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Security Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3 of this Indenture, except the unredeemed portion of any Definitive Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, or the Security Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, or the Security Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Supplemental Indenture (Commercial Metals Co), Supplemental Indenture (Commercial Metals Co)
Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii3) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 4, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing date or Interest Payment Date, as the case may be.
(iv4) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v5) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: First Supplemental Indenture (Pilgrims Pride Corp), First Supplemental Indenture (Pilgrims Pride Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuers (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Pactiv Evergreen Inc.), Indenture (Pactiv Evergreen Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 2.10, 3.06 and Section 9.05 hereofof the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange ofof any Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Note for a period beginning (1) 15 days before the mailing of a notice of redemption or an offer to repurchase Notes is sent or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment dateInterest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Cleveland-Cliffs Inc.), Indenture (Cliffs Natural Resources Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(i) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Nexstar Broadcasting Group Inc), Indenture (Nexstar Broadcasting Group Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuers shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06 and Section 9.05 hereofof the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange ofof any Note selected for redemption (except, in the case of a Note to be redeemed in part, the portion of the Note not to be redeemed) or to transfer or exchange any Note for a period beginning (1) 15 days before the mailing of a notice of redemption or an offer to repurchase Notes is sent or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment dateInterest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall Authenticating Agent shall, upon receipt of an Authentication Order, authenticate Definitive Certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing date or Interest Payment Date, as the case may be.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Senior Indenture (Delphi Trade Management, LLC), Subordinated Indenture (Delphi Trade Management, LLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Security Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Security Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any Definitive Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, or the Security Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, or the Security Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Supplemental Indenture (Commercial Metals Co), Supplemental Indenture (Commercial Metals Co)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute execute, and the Trustee shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 3.7, 3.9, 5.8 or 9.5).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange ofof (i) any Notes selected for redemption (except in the case of Notes to be redeemed in part, the portion of the Note not to be redeemed) or (ii) any Note Notes for a period beginning (1) 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, on and interest on and Additional Interest, if any, on, such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall, except as otherwise provided by Section 2.6(c), bear the Private Placement Legend set forth in Section 2.1(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 3.8, 3.10 or 9.5).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and (premium, if any, ) and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Tango of Arundel, Inc.), Indenture (Quiksilver Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Registered Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 3.15 Sections 3.7, 4.11 and Section 9.05 hereof9.4 of this Indenture).
(iii) The Registrar Issuer need not transfer or co-registrar shall exchange any Note selected for redemption or tendered (and not be required to withdrawn) for repurchase in connection with a Change of Control Offer or an Asset Disposition Offer, need not issue, register the transfer of, of or exchange of, any Note for a during the period beginning (1) of 15 days before the mailing of a notice of an offer redemption of Notes to repurchase be redeemed and need not register the transfer or redeem Notes and ending at exchange of any Note during the close period of business on the day of such mailing or (2) 15 days before prior to an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whatsoever (whether or not such Note is overdue, ) and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or Issuer and the Guarantor Trustee may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.13, 3.5, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to the first paragraph of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii3) The transferor of any Note shall provide or cause to be provided to the Paying Agent all information necessary to allow the Paying Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Paying Agent may conclusively rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
(4) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing date or Interest Payment Date, as the case may be.
(iv5) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected affected, or incur any liability, by notice to the contrary.
(v6) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Ninth Supplemental Indenture (Dana Inc), Seventh Supplemental Indenture (Dana Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A-1 and B-1 (in the case of the Dollar Notes) and Exhibits A-2 and B-2 (in the case of the Euro Notes)) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Infor, Inc.), Indenture (Trisyn Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2Two, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof9.06).
(iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or mailing, (2) 15 days before selected for redemption in whole or in part pursuant to Article Three, except the unredeemed portion of any Note being redeemed in part, and (3) during a Change of Control Offer, an interest payment date Alternate Offer or an Asset Sale Offer if such Note is tendered pursuant to such Change of Control Offer, Alternate Offer or Asset Sale Offer and ending on such interest payment datenot withdrawn.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is 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 Note and for all other purposes whatsoever, including the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(e) shall, except as otherwise provided by Section 2.06(c), bear the applicable legend regarding transfer restrictions applicable to the Global Note set forth in Section 2.01(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (PQ Systems INC), Indenture (Warner Chilcott CORP)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06 and Section 9.05 hereofof this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of redemption or an offer to repurchase Notes or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Interval Leisure Group, Inc.), Indenture (Mens Wearhouse Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.02, 2.06, 2.07, 2.09, 3.06, 4.10, 4.14, or 9.05).
(iii3) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer, an Asset Disposition Offer or other tender offer, except the unredeemed or untendered portion of any Note being redeemed or tendered in part.
(iv4) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is 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 Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v5) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).
(6) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Superior Energy Services Inc), Indenture (Superior Energy Services Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (W R Grace & Co), Indenture (GCP Applied Technologies Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including, without limitation, the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (loanDepot, Inc.), Indenture (loanDepot, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Registered Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 3.15 Sections 3.7, 4.7 and Section 9.05 hereof9.4 of this Indenture).
(iii) The Registrar Issuer need not transfer or co-registrar shall exchange any Note selected for redemption or tendered (and not be required to withdrawn) for repurchase in connection with a Change of Control Offer, need not issue, register the transfer of, of or exchange of, any Note for a during the period beginning (1) of 15 days before the mailing sending of a notice of an offer redemption of Notes to repurchase be redeemed and need not register the transfer or redeem Notes and ending at exchange of any Note during the close period of business on the day of such mailing or (2) 15 days before prior to an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whatsoever (whether or not such Note is overdue, ) and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Alcoa Corp), Indenture (Alcoa Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.02, 2.06, 2.10, 2.12, 3.02, 3.06, 5.06 or 9.05).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by Section 2.06(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Cleveland-Cliffs Inc.), Indenture (Cleveland-Cliffs Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.8, 2.10, 3.5, 5.5 or 9.4). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Ryan Specialty Holdings, Inc.), Indenture (Ryan Specialty Group Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s 's or co-registrar’s Registrar's request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 5.11, 8.05 and Section 9.05 hereof9.06).
(iiiii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any certificated Note selected for redemption in whole or in part pursuant to Article IX, except the unredeemed portion of any certificated Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date and ending on such interest payment date.
(iviii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar Registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and interest and Liquidated Damages, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(viv) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Williams Companies Inc), Indenture (Northwest Pipeline Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2Two, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments taxes or similar governmental charges payable upon an exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof304, 906, 1007, 1012 or 1108 not involving any transfer).
(iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note Note,
(A) for a period beginning (1) of 15 days before the mailing of a giving any notice of an offer to repurchase or redeem redemption of Notes and ending at the close of business on the day of such mailing or (2) beginning 15 days before an interest payment date Interest Payment Date and ending on such interest payment dateInterest Payment Date or (B) selected for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, any Guarantor, the Trustee, the Paying Collateral Agent, the Paying Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving any payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, including the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the Paying Collateral Agent, the Paying Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Weatherford International PLC), Indenture (Weatherford International PLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof2.2, 2.6, 2.10, 2.12, 3.5, 3.8, 5.6, 5.7 or 9.4).
(iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date Interest Payment Date and ending on such interest payment dateInterest Payment Date or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (CPG Newco LLC), Indenture (CPG Newco LLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee Authenticating Agent shall authenticate Definitive Certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing date or Interest Payment Date, as the case may be.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Delphi Technologies PLC), Indenture Agreement (Delphi Automotive PLC)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Kinetic Concepts Inc), Indenture (Kinetic Concepts Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and 3.06 or Section 9.05 hereof9.04).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1A) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing or (2B) 15 days before an interest payment date Interest Payment Date and ending on such interest payment dateInterest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes of such series surrendered upon such transfer or exchange.
(vi) All Any Definitive Note delivered in exchange for an interest in a Global Notes Note pursuant to Section 2.01(d) shall be registered bear the legend set forth in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global NoteSection 2.01(c).
Appears in 2 contracts
Samples: Indenture (Whole Foods Market Inc), Indenture (Whole Foods Market Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrarRegistrar’s requestrequest and upon a written order of the Company.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and 3.06 or Section 9.05 hereof9.04).
(iii) The Neither the Registrar nor the co-Registrar or co-registrar the Issuer shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1A) 15 days before the mailing transmission of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing transmission or (2B) 15 days before an interest payment date Interest Payment Date and ending on such interest payment dateInterest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar co-Registrar shall be affected by notice to the contrary.
(v) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes of such series surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 10.5 hereof).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) hereof shall, except as otherwise provided by Section 2.6(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c) hereof.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Bunge LTD), Indenture (Bunge LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 3.6 or 9.5).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) shall, except as otherwise provided by Section 2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vivii) All Global Notes shall certificates, certifications and opinions of counsel required to be registered in submitted to the name of DTCRegistrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor original to follow by first class mail or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Notehand delivery.
Appears in 2 contracts
Samples: Indenture (Acuity Brands Lighting, Inc.), Indenture (Acuity Brands Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and or premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Cleveland-Cliffs Inc.), Indenture (Cleveland-Cliffs Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuers shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s requestNotes.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereofand of the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, and interest and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Calumet Specialty Products Partners, L.P.), Indenture (Calumet Specialty Products Partners, L.P.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(d) hereof shall, except as otherwise provided by Section 2.06(c) hereof, bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(c) hereof.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vivii) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Bunge LTD), Indenture (Bunge LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) . All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Frontier Communications Corp), Indenture (Frontier Communications Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and upon receipt of an Issuer Order the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(i) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Nexstar Media Group, Inc.), Indenture (Nexstar Media Group, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06 and Section 9.05 hereofof this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 calendar days before (a) the mailing record date for any payment of a notice of an offer to repurchase or redeem Notes and ending at the close of business interest on the day Notes, (b) any date fixed for redemption of such mailing the Notes or (2c) 15 days before an interest payment the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes (a) selected for redemption or (b) tendered (and ending on such interest payment datenot withdrawn) in connection with a Change of Control Offer, Asset Sale Offer, or other tender offer. In the event of the transfer of any Note, the transfer agent may require a holder, among other things, to furnish appropriate endorsements and transfer documents as described in this Indenture. Issuer may require a holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Energizer Holdings, Inc.), Indenture (Energizer Holdings, Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, each of the Company, the Trustee, the Paying Agent, the Registrar or and any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or and any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Canton Oil & Gas Co), Indenture (Laroche Industries Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.2, 2.6, 2.10, 2.12, 3.5, 3.9, 5.8 or 9.5).
(iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing be redeemed or (2) beginning 15 days before an interest payment date and ending on such interest payment datedate or (B) selected for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, any Subsidiary Guarantor, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A and B) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, any Subsidiary Guarantor, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the Restricted Notes Legend.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vivii) All Global Notes The transferor of any Note shall provide or cause to be registered in provided to the name 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 DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the sameCode. The Company, the Guarantor Trustee may rely on information provided to it and the Trustee shall have no responsibility to verify or liability ensure the accuracy of such information. In connection with any proposed exchange of a certificated Note for transfers of beneficial ownership interests in any 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 2 contracts
Samples: Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuers shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereofof the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is 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 Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Natural Resource Partners Lp), Indenture (PetroLogistics LP)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 3.15 Sections 2.8, 3.6, 4.9 and Section 9.05 hereof9.5 of this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing or sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date (whether or not an Interest Payment Date or other date determined for the payment of interest), and ending on such mailing or sending date or interest payment date, as the case may be.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-co registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (MSCI Inc.), Indenture (MSCI Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.11, 2.13, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part or any Note not redeemed due to the failure of a condition precedent to the redemption. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legends regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Community Health Systems Inc), Indenture (Community Health Systems Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrarRegistrar’s requestrequest and upon a written order of the Company.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and 3.06 or Section 9.05 hereof9.04).
(iii) The Neither the Registrar nor the co-Registrar or co-registrar the Issuer shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1A) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes of any series and ending at the close of business on the day of such mailing or (2B) 15 days before an interest payment date Interest Payment Date and ending on such interest payment dateInterest Payment Date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar co-Registrar shall be affected by notice to the contrary.
(v) All Notes of any series issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes of such series surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Southwest Gas Corp), Indenture (Southwest Gas Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall authenticate Definitive Notes and the Registrar shall authenticate Global Notes at the Registrar’s or co-registrar’s request; provided that the Registrar shall instruct, or shall cause the Paying Agent to instruct, the CSK to effectuate any such Global Notes and such Global Notes shall have been effectuated by (or on behalf of) the CSK on the proposed issue date thereof.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 3.14 and Section 9.05 hereof).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, and shall be entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereofof the CSK, for, and in respect of interests held through the Clearing Systems and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTCthe Clearing Systems. The Paying Agent will instruct Euroclear and Clearstream to make the appropriate entries in their records in respect of all Global Notes. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
(vii) Each Holder of a Note agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States Federal or state securities law.
Appears in 2 contracts
Samples: Indenture (Bunge Limited Finance Corp), Indenture (Bunge LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.2, 2.12, 3.5, 3.9, 5.8 or 9.5).
(iii) The Registrar or co-registrar Issuer (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing be redeemed or (2) beginning 15 days before an interest payment date and ending on such interest payment datedate or (B) selected for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, any Guarantor, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, any Guarantor, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) [Reserved].
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 2 contracts
Samples: Indenture (Ultra Petroleum Corp), Exchange Agreement (Ultra Petroleum Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereofand of the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before a selection of Notes to be redeemed or during the mailing of period between a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment record date and ending on such the corresponding interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is 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 Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Bristow Group Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate authenticate, Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchangeexchange of Notes, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer exchanges pursuant to Section 3.15 Sections 3.08, 4.06, 4.08 and Section 9.05 hereof9.04 of this Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, or exchange of, any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the a Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(viv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.. Neither the Registrar nor the Issuer will be required:
(viA) All Global Notes shall be registered in to issue, to register the name of DTCtransfer of, or to exchange any Notes during a nominee thereofperiod beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.04 herein and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, and all transfers except the unredeemed portion of beneficial ownership interests therein will be made any Note being redeemed in accordance with part; or
(C) to register the rules transfer of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor to exchange a Note between a record date and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Notenext succeeding Interest Payment Date.
Appears in 1 contract
Samples: Indenture (Advantage Solutions Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (GrubHub Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuers shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereofand of the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Subsidiary Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is 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 Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuers, the Subsidiary Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and or premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by paragraph (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Cleveland-Cliffs Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)Sections 3.6 or 9.5.
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(d) shall, except as otherwise provided by Section 2.6(g), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(c).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall be the valid and legally binding obligation of the Company, shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vivii) All Global Notes shall certificates, certifications and opinions of counsel required to be registered in submitted to the name of DTCRegistrar or any co-registrar pursuant to this Section 2.6 to effect any transfer or exchange may be submitted by facsimile transmission, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor original to follow by first class mail or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Notehand delivery.
Appears in 1 contract
Samples: Indenture (Dow Jones & Co Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuers shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuers’ and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuers may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 5.6 or 9.5). The Issuers (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuers, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Restaurant Brands International Limited Partnership)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 calendar days before the mailing sending of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing sending or (2) 15 calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibits A, B and C) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(h) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Atento S.A.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee Trustee, at the written request of the Issuer, shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06 and Section 9.05 hereof9.05).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note for a period beginning (1) 15 calendar days before (a) the mailing record date for any payment of a notice of an offer to repurchase or redeem Notes and ending at the close of business interest on the day Notes, (b) any date fixed for redemption of such mailing the Notes or (2c) 15 days before an interest payment the date fixed for selection of the Notes to be redeemed in part. Also, the Registrar or co-registrar shall not be required to register the transfer or exchange of any Notes selected for redemption. In the event of the transfer of any Note, the transfer agent may require a Holder, among other things, to furnish appropriate endorsements and ending on such interest payment datetransfer documents as described in this Indenture. The Issuer may require a Holder to pay any taxes and fees required by law and permitted by this Indenture and the Notes.
(iv) Prior to Before the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Seadrill LTD)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s 's or co-registrar’s 's request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Definitive Note selected for redemption in whole or in part pursuant to Article 3, except the unredeemed portion of any Definitive Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, each of the Company, the Trustee, the Paying Agent, the Registrar or and any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is 43 37 overdue, and none of the Company, the Trustee, the Paying Agent, the Registrar or and any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Belco Oil & Gas Corp)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments | or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.2, 2.10, 2.12, 3.5, 3.9, 5.8 or 9.5).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) of 15 days before the mailing of a giving any notice of an offer to repurchase or redeem redemption of Notes and ending at the close of business on the day of such mailing or (2) beginning 15 days before an interest payment date and ending on such interest payment datedate or (B) selected for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, any Guarantor, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal and (subject to paragraph 2 of and premium, if any, and the form of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, any Guarantor, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the Restricted Notes Legend.
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Earthstone Energy Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i1) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive Certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii2) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereof)therewith.
(iii3) The transferor of any Note shall provide or cause to be provided to the Paying Agent all information necessary to allow the Paying Agent to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045. The Paying Agent may conclusively rely on information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.
(4) The Registrar or co-registrar shall not be required to register the transfer ofof or exchange of (a) any Note selected for redemption in whole or in part pursuant to Article III, except the unredeemed portion of any Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment date of interest), and ending on such interest payment datemailing date or Interest Payment Date, as the case may be.
(iv5) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and premium, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v6) All Notes issued upon any transfer or exchange pursuant to the terms of this the Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, the Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Dana Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall shall, upon its receipt of an authentication order from the Issuer, authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon any exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.10, 4.15 and Section 9.05 hereofof the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period beginning (1) of 15 days before the mailing a selection of a notice of an offer Notes to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datebe redeemed.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and interest interest, if any, on, or Additional Amounts, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
. Accordingly, for purposes of clause (vi3) All Global of Section 4.09(b) of this Indenture, “the Notes (other than Additional Notes) and the related Note Guarantees to be issued on the Issue Date” shall be registered deemed to refer to and include any Notes issued in the name of DTCexchange for, or a nominee upon registration of transfer of, or in lieu of, any such Notes (or any predecessor Notes thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note) pursuant to this Indenture.
Appears in 1 contract
Samples: Indenture (Pacific Drilling S.A.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, Issuer shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s 's or any co-registrar’s 's request, subject to terms and conditions of this Indenture.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.6, 4.7, 4.9 and Section 9.05 hereof9.5 of this Indenture).
(iii) The Registrar or any co-registrar shall not be required to register the transfer ofof or exchange of (a) any certificated Note selected for redemption in whole or in part pursuant to Article III of this Indenture, except the unredeemed portion of any certificated Note being redeemed in part, or exchange of, (b) any Note for a period beginning (1) 15 days Business Days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days Business Days before an interest payment date and ending on such interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of of, interest and premiumLiquidated Damages, if any, and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, the Registrar or any co co-registrar shall be affected by notice to the contrary.
(v) All Notes issued upon on any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Spectrasite Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, shall execute and the Trustee shall authenticate Definitive certificated Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a Holder payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges charge payable upon exchange or transfer pursuant to Section 3.15 Sections 3.06, 4.09, 4.10 and Section 9.05 hereof11.05 of the Indenture).
(iii) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange ofof (a) any Definitive Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part or (b) any Note for a period beginning (1) of 15 days before the a mailing of a notice of an offer with respect to repurchase Notes to be redeemed or redeem Notes and ending at during the close of business on the day of such mailing or (2) 15 days before an interest payment period between a record date and ending on such the corresponding interest payment date.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is 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 Additional Interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Cincinnati Bell Inc)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Company’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Company (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company shall, subject to the other terms and conditions of this Article 2, execute and the Trustee shall shall, upon written request from the Company, authenticate Definitive Notes and Global Notes at the Registrar’s or co-registrar’s request.
(ii) No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 and Section 9.05 hereofSections 2.02, 2.06, 2.10, 2.12, 3.06, 5.06 or 9.05).
(iii) The Registrar or co-registrar Company (and the Registrar) shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 days before the mailing of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing or (2) 15 days before an interest payment date and ending on such interest payment datedate or (B) called for redemption, except the unredeemed portion of any Note being redeemed in part.
(iv) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may shall deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and or premium, if any, and (subject to paragraph 2 of the form of Note attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.01(f) shall, except as otherwise provided by (d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.01(d).
(vi) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract
Samples: Indenture (Cleveland-Cliffs Inc.)
Obligations with Respect to Transfers and Exchanges of Notes. (i) To permit registrations of transfers and exchanges, the Company Issuer shall, subject to the other terms and conditions of this Article 2Article II, execute and the Trustee shall authenticate Definitive Notes and Global Notes at the Issuer’s and the Registrar’s or co-registrar’s written request.
(ii) . No service charge shall be made to a Holder for any registration of transfer or exchange, but the Company or the Guarantor Issuer may require from a the Holder payment of to pay a sum sufficient to cover any transfer tax, assessments, tax assessments or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Section 3.15 Sections 2.2, 2.6, 2.11, 2.13, 3.5, 5.6 or 9.5). The Issuer (and Section 9.05 hereof).
(iiithe Registrar) The Registrar or co-registrar shall not be required to register the transfer of, of or exchange of, of any Note (A) for a period beginning (1) 15 fifteen (15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending at the close of business on the day of such mailing (or electronic delivery) or (2) 15 fifteen (15) calendar days before an interest payment date and ending on such interest payment date.
date or (ivB) called for redemption, except the unredeemed portion of any Note being redeemed in part. Prior to the due presentation for registration of transfer of any Note, the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co-registrar may deem and treat the person Person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and of, premium, if any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue, and none of the CompanyIssuer, the Trustee, the Paying Agent, Agent or the Registrar or any co registrar shall be affected by notice to the contrary.
(v. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in Section 2.1(d)(1). All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt, debt and shall be entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such transfer or exchange.
(vi) All Global Notes shall be registered in the name of DTC, or a nominee thereof, and all transfers of beneficial ownership interests therein will be made in accordance with the rules of DTC. No investor or other party purchasing, selling or otherwise transferring beneficial ownership interests in Global Notes shall receive, hold or deliver any certificate representing the same. The Company, the Guarantor and the Trustee shall have no responsibility or liability for transfers of beneficial ownership interests in any Global Note.
Appears in 1 contract